8-K
Rivian Automotive, Inc. / DE (RIVN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March18, 2026
Date of Report (date of earliest event reported)
Rivian Automotive, Inc.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-41042 | 47-3544981 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
14600 Myford Road
Irvine, California 92606
(Address of principal executive offices) (Zipcode)
(888) 748-4261
(Registrant’s telephone number, includingarea code)
N/A
(Former name or former address, if changed sincelast report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, $0.001 par value per share | RIVN | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 - Entry into a Material Definitive Agreement.
Subscription Agreement
On March 18, 2026 (the “Effective Date”), Rivian Automotive, Inc., a Delaware corporation (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) by and among the Company, SMB Holding Corporation (“SMB”) and Uber Technologies, Inc. (“Uber”), providing for SMB’s investment in the Company through the sale and issuance of shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), or at SMB’s election, in lieu of shares of Common Stock, pre-funded warrants (“Pre-Funded Warrants”) to purchase the same amount of shares of Common Stock (the “Warrant Shares”), subject to the terms and conditions set forth in the Subscription Agreement.
Pursuant to the Subscription Agreement, within five business days of the satisfaction or waiver of customary closing conditions, including the receipt or waiver of required regulatory approvals, and upon payment of $300 million by SMB, the Company will issue a number of shares of Common Stock to SMB equal to $300 million divided by the price per share of Common Stock based on the arithmetic average of the daily volume-weighted average sale price for the thirty consecutive trading days ending on March 17, 2026.
Further, upon and subject to the occurrence of certain other Milestones (as defined in the Subscription Agreement, certain of which require the fulfillment of proven autonomy quality), the Company will (depending on the Milestone achieved and contingent upon payment of the applicable purchase price therefor) issue (i) up to a number of shares of Common Stock equal to, in the aggregate over four remaining Milestones, assuming the achievement of all Milestones, (x) $950 million divided by (y) the price per share of Common Stock based on the arithmetic average of the daily volume-weighted average sale price for the thirty consecutive trading days prior to, but not including, the applicable Milestone Achievement Date (as defined in the Subscription Agreement) for such Milestone or (ii) at SMB’s election, in lieu of shares of Common Stock, Pre-Funded Warrants to purchase the same amount of Warrant Shares.
The Company or SMB may terminate the Subscription Agreement upon certain events, including, but not limited to in the event of a Governmental Order (as defined in the Subscription Agreement) that permanently enjoins the consummation of the transactions contemplated by the Subscription Agreement, a breach that has not been cured within the applicable cure period as set forth in the Subscription Agreement, or the termination or expiration of the Master Framework Agreement (as defined below).
Pursuant to the Subscription Agreement, at any time following any Milestone Closing Date (as defined in the Subscription Agreement), SMB may deliver to the Company a written request (a “Demand Request”) that the Company prepare and file with the Securities and Exchange Commission a registration statement on Form S-3, or, if the Company is not then eligible, on Form S-1, to effect a registration of any Common Stock held by or issued to SMB (the “Registrable Securities”), covering the resale of the Registrable Securities. The obligations of the Company in respect of a Demand Request are subject to certain exceptions, including that if such Demand Request relates to an underwritten offering, then it must be in respect of shares of Common Stock with an aggregate offering value equal to at least $100 million.
The Pre-Funded Warrants will have an exercise price of $0.001 per Warrant Share, subject to customary adjustments, and will be exercisable at any time after original issuance and will not expire until exercised in full. The Pre-Funded Warrants will also be exercisable on a net exercise “cashless” basis. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%.
The foregoing descriptions of the Subscription Agreement and Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to the Subscription Agreement and form of Pre-Funded Warrant, copies of which are filed herewith as Exhibits 10.1 and 4.1, respectively, and incorporated herein by reference.
Master Framework Agreement
On the Effective Date, in connection with the execution and delivery of the Subscription Agreement, Rivian, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("Subsidiary"), entered into a Master Framework Agreement (the "Master Framework Agreement") by and among the Subsidiary, the Company and Uber, governing the collaboration between Subsidiary and Uber to develop, deploy, and operate autonomous vehicles on the Uber platform.
Pursuant to the Master Framework Agreement, Subsidiary and Uber will work together to deploy Company Vehicles (as defined in the Master Framework Agreement), including the Company’s "R2" model vehicle (or other mutually agreed-upon vehicle models) equipped with the Company’s Level 4 autonomous driving system, on Uber's ridehailing and delivery platform.
The Master Framework Agreement provides for certain exclusivity arrangements in favor of Uber. From the Effective Date until expiration of a specified exclusivity period, Subsidiary and its Affiliates (as defined in the Master Framework Agreement) may not sell Company Vehicles enabled with the Company’s Level 4 autonomous driving system to any Uber Direct Competitor (as defined in the Master Framework Agreement). If the parties determine to launch a deployment in a particular market, Uber shall have a specified period in that market before Subsidiary or its Affiliates may sell Company Vehicles to or launch with an Uber Direct Competitor, subject to certain conditions.
The Master Framework Agreement also establishes volume guarantees and vehicle purchase commitments. Uber has committed to purchase a minimum number of Company Vehicles during specified guarantee periods, with the purchase volume and pricing to be determined in accordance with the procedures set forth in the Master Framework Agreement and related ancillary agreements. The pricing for vehicles and related services is subject to most favored nation provisions for up to a specified number of vehicles. The parties will mutually agree on pricing for the next phase of the relationship no later than one year after the achievement of a specified Milestone, which includes requirements relating to the fulfillment of proven autonomy quality. Uber will also pay certain licensing fees in connection with its use of the Company’s Level 4 autonomous driving system software.
The Master Framework Agreement has an initial term of ten years from the Effective Date, subject to consecutive one-year renewal periods upon mutual written agreement. Either party may terminate the Master Framework Agreement upon certain events, including but not limited to a material breach (subject to a 90-day cure period), specified insolvency events, or a party’s change of control to a direct competitor of the other party.
The foregoing description of the Master Framework Agreement does not purport to be complete and is qualified in its entirety by reference to the Master Framework Agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.
Vehicle Production Agreement
On the Effective Date, in connection with the execution and delivery of the Master Framework Agreement, Subsidiary and Uber entered into a Vehicle Production Agreement (the "Vehicle Production Agreement") governing the design, development, and manufacture of Company Vehicles to be deployed on the Uber platform and Uber’s ordering mechanism and pricing for such Company Vehicles.
Pursuant to the Vehicle Production Agreement, Subsidiary will develop and manufacture autonomous robotaxi vehicles ("Company Robotaxis") based on the Company’s R2 vehicle platform, equipped with the Company’s Level 4 autonomous driving system hardware and software. The Vehicle Production Agreement sets forth the technical specifications, safety requirements, regulatory compliance standards, and warranty obligations for the Company Robotaxis.
The Vehicle Production Agreement establishes a forecasting and ordering process pursuant to which Uber will provide purchase forecasts identifying the markets where it intends to deploy Company Robotaxis, the number and timing of vehicles to be received, and applicable pricing.
The Vehicle Production Agreement's effectiveness commences on the Effective Date and, unless sooner terminated, will continue until expiration or termination of the Master Framework Agreement. Either party may terminate the Vehicle Production Agreement for cause upon material breach (subject to a 90-day cure period) or upon certain insolvency events.
The foregoing description of the Vehicle Production Agreement does not purport to be complete and is qualified in its entirety by reference to the Vehicle Production Agreement, a copy of which is filed herewith as Exhibit 10.3 and incorporated herein by reference.
Item 3.02 - Unregistered Sales of Equity Securities.
The disclosure regarding the securities to be sold and issued under the Subscription Agreement set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Company will issue the securities to SMB in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.
Item 7.01 – Regulation FD.
On March 19, 2026, the Company issued a press release announcing the transactions with Uber and SMB described in Item 1.01 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In addition, the Company no longer expects to be adjusted EBITDA positive in 2027 due to an expected increase in R&D spend associated with the acceleration of its autonomy roadmap.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding SMB’s investment in the Company, the achievement of specified Milestones, potential payments to be made under the Subscription Agreement, the timing of share issuances to SMB; the Company’s and Subsidiary’s collaboration with Uber on the development, production and commercialization of Company Vehicles and Company Robotaxis; and the timing for the achievement by the Company of being adjusted EBITDA positive, which statements are based on current expectations, forecasts, and assumptions and involve risks and uncertainties that could cause actual results to differ materially from expectations discussed in such statements. These forward-looking statements can be identified by terms such as “may,” “will,” “expects,” or the negative of these terms or other similar expressions, although not all forward-looking statements use these words or expressions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition, and results of operations. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, general market, political, economic and business conditions and the important factors discussed in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its other filings with the Securities and Exchange Commission. The forward-looking statements included in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K, and the Company does not undertake to update the statements included in this Current Report on Form 8-K for subsequent developments, except as may be required by law.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits:
| ExhibitNo. | Description |
|---|---|
| 4.1 | Form of Pre-Funded Warrant |
| 10.1^† | Subscription Agreement, dated as of March 18, 2026, by and among Rivian Automotive, Inc., SMB Holding Corporation and Uber Technologies, Inc. |
| 10.2^† | Master Framework Agreement, dated as of March 18, 2026, by and among Rivian Automotive, Inc., Rivian, LLC and Uber Technologies, Inc. |
| 10.3^† | Vehicle Production Agreement, dated as of March 18, 2026, by and between Rivian, LLC and Uber Technologies, Inc. |
| 99.1 | Press Release, dated March 19, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Portions of this exhibit (indicated by asterisks) have<br>been redacted in compliance with Regulation S-K Item 601(b)(10)(iv). |
| --- | --- |
| ^ | Certain schedules and exhibits have been omitted pursuant<br>to Item 601(a)(5) of Regulation S-K. The registrant undertakes to provide copies of any of the omitted exhibits upon request by the Securities<br>and Exchange Commission. |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RIVIAN AUTOMOTIVE, INC. | ||
|---|---|---|
| Date: March 19, 2026 | By: | /s/ Claire McDonough |
| Name: | Claire McDonough | |
| Title: | Chief Financial Officer |
Exhibit 4.1
THIS WARRANT AND THE SHARES OF COMMON STOCKISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIREDFOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIESACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSELREASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIESARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRENEITHER CONSENT NOR THE DELIVERY OF AN OPINION).
FORM OF PRE-FUNDED WARRANT
Number of Shares: [·]
(subject to adjustment)
| Warrant No. [·] | Original Issue Date: [·],<br>20[·] |
|---|
RivianAutomotive, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SMB Holding Corporation or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [·] shares of Class A common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.001 (the “Exercise Price”), in each case as adjusted from time to time as provided in Section 9, upon surrender of this Pre-Funded Warrant (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:
This Warrant is one of a series of similar warrants issued pursuant to that certain Subscription Agreement dated March 18, 2026, by and among the Company and the Investor identified therein (the “Purchase Agreement”).
1. Definitions. For purposes of this Warrant, the following terms shall have the following meanings. Capitalized terms used herein but not otherwise defined have the meanings specified in the Purchase Agreement.
“Attribution Parties” means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the date hereof, directly or indirectly managed or advised by the Holder’s investment manager, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any Attribution Parties and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and/or any other Attribution Parties for purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.
“Closing Sale Price” means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate the last trade price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then the Board of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.
“Group” shall have the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence.
“PrincipalTrading Market” means the national securities exchange or other trading market on which the Common Stock is primarily listed on and quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Stock Market LLC.
“Standard SettlementPeriod” means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market with respect to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Original Issue Date was “T+1.”
“Trading Day” means any weekday on which the Principal Trading Market is normally open for trading.
“TransferAgent” means Computershare Trust Company, N.A. the Company’s transfer agent and registrar for the Common Stock, and any successor appointed in such capacity.
2. Issuanceof Securities; Registration of Warrants. The Company shall register ownership of this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
3. Registrationof Transfers. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Subject to compliance with all applicable securities laws, the Company shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.
4. Exerciseof Warrants.
(a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant (including Section 11) at any time and from time to time on or after the Original Issue Date, and such rights shall not expire until exercised in full.
(b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10 below), and the date on which the last of such items is delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any.
(c) The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this section, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
5. Deliveryof Warrant Shares.
(a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than the number of Trading Days comprising the Standard Settlement Period following the Exercise Date), upon the request of the Holder, cause the Transfer Agent to credit such aggregate number of shares of Common Stock specified by the Holder in the Exercise Notice and to which the Holder is entitled pursuant to such exercise (the “Exercise Shares”) to (i) the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal At Custodian system or (ii) in book-entry form via a direct registration system (“DRS”) maintained by or on behalf of the Transfer Agent, in each case, so long as either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or the resale of such Warrant Shares by the Holder or (B) the Exercise Shares are eligible for resale by the Holder without volume or manner-of-sale restrictions pursuant to Rule 144 promulgated under the Securities Act (assuming cashless exercise of this Warrant). If (A) and (B) above are not true, the Company shall cause the Transfer Agent to either (i) record the Exercise Shares in the name of the Holder or its designee on the certificates reflecting the Exercise Shares with an appropriate legend regarding restriction on transferability, which shall be issued and dispatched by overnight courier to the address as specified in the Exercise Notice, and on the Company’s share register or (ii) issue such Exercise Shares in the name of the Holder or its designee in restricted book-entry form in the Company’s share register. The Holder, or any Person so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account, the date of the book entry positions or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be.
(b) In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to deliver to the Holder or its designee Exercise Shares in the manner required pursuant to Section 5(a) within the Standard Settlement Period following the Exercise Date (other than a failure caused by incorrect or incomplete information provided by Holder to the Company) and the Holder or the Holder’s broker on its behalf purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”) but did not receive within the Standard Settlement Period, then the Company shall, within two Trading Days after the Holder’s request and in the Holder’s sole discretion, promptly honor its obligation to deliver to the Holder or its designee the Exercise Shares pursuant to Section 5(a) and pay cash to the Holder in an amount equal to the excess (if any) of the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In, less the product of (A) the number of shares of Common Stock purchased in the Buy-In, times (B) the Closing Sale Price of a share of Common Stock on the Exercise Date. The Holder shall provide the Company written notice promptly after the occurrence of a Buy-In, indicating the amounts payable to the Holder in respect of the Buy-In together with applicable confirmations and other evidence reasonably requested by the Company.
(c) To the extent permitted by law and subject to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares; provided, however, that the Holder shall not be entitled to both (i) require the Company to reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 5(a).
**6.**Charges, Taxes and Expenses. Issuance and delivery of Exercise Shares shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any Warrant Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.
**7.**Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case, a customary and reasonable contractual indemnity, if requested by the Company. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.
**8.**Reservation of Warrant Shares. The Company covenants that it will, at all times while this Warrant is outstanding, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable. The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. The Company further covenants that it will not, without the prior written consent of the Holder, take any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding.
**9.**Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant (the “Number of Warrant Shares”) are subject to adjustment from time to time as set forth in this Section 9.
(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or as amended, that is payable in shares of Common Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares of Common Stock of the Company, then in each such case the Number of Warrant Shares shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Number of Warrant Shares shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of Warrant Shares shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date of such subdivision, combination or issuance.
(b) Pro Rata Distributions. If, on or after the Original Issue Date, the Company shall declare or make any dividend or other pro rata distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement, plan of reorganization or liquidation or other similar transaction, but, for the avoidance of doubt, excluding any distribution of shares of Common Stock subject to Section 9(a), any distribution of Purchase Rights (as defined below) subject to Section 9(c) and any Fundamental Transaction (as defined below) subject to Section 9(d)) (a “Distribution”) then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage (as defined below)) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution; provided, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation.
(c) Purchase Rights. If at any time on or after the Original Issue Date, the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property, in each case pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights; provided, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and at the Holder’s election, in its sole discretion, either (1) such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation or (2) the Company shall offer the Holder the right upon exercise of such Purchase Right to acquire a security (e.g. a pre-funded warrant) that would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage but will otherwise to the extent possible have economic and other rights, preferences and privileges substantially consistent and on par with the securities or other property issuable upon exercise of the originally offered Purchase Rights. As used in this Section 9(c), (i) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities and (ii) “Convertible Securities” mean any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.
(d) Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity or in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (including any Distributions or Purchase Rights then held in abeyance pursuant to Sections 9(b) or 9(c) above) without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (d) shall similarly apply to subsequent transactions analogous to a Fundamental Transaction type.
(e) Number of Warrant Shares. Simultaneously with any adjustment to the Number of Warrant Shares pursuant to Section 9, the Exercise Price shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased Number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the par value of the Common Stock then in effect.
(f) Calculations. All calculations under this Section 9 shall be made to the nearest one-tenth of one cent or the nearest share, as applicable.
(g) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.
(h) Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice of such transaction at least ten days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice. In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated by Section 9(d), other than a Fundamental Transaction under clause (iii) of Section 9(d), the Company shall deliver to the Holder a notice of such Fundamental Transaction at least 30 days prior to the date such Fundamental Transaction is consummated. Holder agrees to maintain any information disclosed pursuant to this Section 9(h) in confidence until such information is publicly available, and shall comply with applicable law with respect to trading in the Company’s securities following receipt of any such information.
10. Payment of Exercise Price. Notwithstanding anything contained herein to the
contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, determined as follows:
X = Y [(A-B)/A]
where:
“X” equals the number of Warrant Shares to be issued to the Holder;
“Y” equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;
“A” equals the Closing Sale Price of the shares of Common Stock (as reported by Bloomberg Financial Market) as of the Trading Day on the date immediately preceding the Exercise Date; and
“B” equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Original Issue Date (provided that the SEC continues to take the position that such treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then this Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. If the Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Exercise Shares issued in such exercise shall take on the registered characteristics of the Warrants being exercised and may be tacked on to the holding period of the Warrants being exercised. Except as set forth in Section 5(b) (Buy-in Remedy) and Section 12 (No Fractional Shares), in no event will the exercise of this Warrant be settled in cash.
11. Limitationson Exercise.
(a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of the Warrant, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99][19.99]%^2^ (the “Maximum Percentage”) of the Common Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, a Holder of this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “ReportedOutstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one business day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. By written notice to the Company, a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change.
^2^ To be confirmed by the Holder at the time of issuance of the Warrant.
(b) This Section 11 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder or the Attribution Parties may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder or the Attribution Parties for any purpose including for purposes of Section 13(d) of the Exchange Act and the rules promulgated thereunder or Section 16 of the Exchange Act and the rules promulgated thereunder, including Rule 16a-1(a)(1). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11 to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.
**12.**No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any such fractional shares.
**13.**Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered confirmed e-mail at the e-mail address specified in the books and records of the Transfer Agent prior to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via confirmed e-mail at the e-mail address specified in the books and records of the Transfer Agent on a day that is not a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery.
**14.**Warrant Agent. The Company shall initially serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.
**15.**Miscellaneous.
(a) No Rights as a Stockholder. Except as otherwise set forth in this Warrant, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
(b) Further Assurances. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
(c) Successors and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.
(d) Amendment and Waiver. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns. Except as otherwise provided herein, the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.
(e) Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.
(f) Governing Law; Dispute Resolution; Waiver of Jury Trial.
(i) Section 7.06 of the Purchase Agreement is hereby incorporated by reference as if fully set forth herein, mutatis mutandis, provided that, for purposes thereof, each reference to Section 7.06 shall instead be a reference to this Section 15(f)(i).
(ii) Section 7.07 of the Purchase Agreement is hereby incorporated by reference as if fully set forth herein, mutatis mutandis, provided that, for purposes thereof, each reference to Section 7.07 shall instead be a reference to this Section 15(f)(ii).
(iii) Section 7.08 of the Purchase Agreement is hereby incorporated by reference as if fully set forth herein, mutatis mutandis, provided that, for purposes thereof, each reference to Section 7.07 shall instead be a reference to this Section 15(f)(iii).
(g) Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.
(h) Severability. If any part or provision of this Warrant is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Warrant shall remain binding upon the parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.
| Rivian Automotive, Inc. | |
|---|---|
| By: | |
| Name: | |
| Title: |
SCHEDULE 1
FORM OF EXERCISE NOTICE
[To be executed by the Holder to purchase shares of Common Stock under the Warrant]
Ladies and Gentlemen:
(1) The undersigned is the Holder of Warrant No. __ (the “Warrant”) issued by Rivian Automotive, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.
(2) The undersigned hereby exercises its right to purchase _____ Warrant Shares pursuant to the Warrant.
(3) The Holder intends that payment of the Exercise Price shall be made as (check one):
| ¨ | Cash<br> Exercise |
|---|---|
| ¨ | “Cashless<br> Exercise” under Section 10 of<br> the Warrant |
| --- | --- |
(4) If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $ _____ in immediately available funds to the Company in accordance with the terms of the Warrant.
(5) Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant. The Warrant Shares shall be delivered (check one):
| ¨ | to the following DWAC Account Number: _______________________________ |
|---|---|
| ¨ | in book-entry form via a direct registration system |
| ¨ | by physical delivery of a certificate to:<br><br> <br>______________________________________________________<br><br> <br>_______________________________________________________ |
| ¨ | in restricted book-entry form in the Company’s share register |
(6) By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder (i) the Holder is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended and (ii) will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which this notice relates.
| Dated: |
|---|
| Name of Holder: |
| By: |
| Name: |
| Title: |
(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)
Exhibit 10.1
[***] Certain information in this documenthas been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that theRegistrant treats as private or confidential.
SUBSCRIPTION AGREEMENT
by and among
RIVIAN AUTOMOTIVE, INC.,
SMB HOLDING CORPORATION
and
UBER TECHNOLOGIES, INC. (solely with respectto Article I and Article VII hereof)
Dated as of March 18, 2026
SUBSCRIPTION AGREEMENT, dated as of March 18, 2026, by and among Rivian Automotive, Inc., a Delaware corporation (“Rivian”), SMB Holding Corporation, a Delaware corporation (the “Investor”), and, solely with respect to Article I and Article VII hereof, Uber Technologies, Inc. (“United”), each a “Party,” and together the “Parties,” provided, for the avoidance of doubt, that United shall only constitute a Party for purposes of Article I and Article VII hereof.
WHEREAS, concurrently with the execution of this Agreement, Rivian Automotive, LLC, a Delaware limited liability company (“Rivian LLC”) and an affiliate of Rivian, is entering into that certain Master Framework Agreement (the “Master Framework Agreement”) with United and an affiliate of the Investor;
WHEREAS, the Investor desires to purchase from Rivian, and Rivian desires to issue and sell to the Investor, the Milestone Securities (as defined below) on the terms and conditions set forth in this Agreement; and
WHEREAS, the Milestone Securities are being offered and sold to the Investor, on the terms and subject to the conditions set forth in this Agreement, without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from the registration requirements under the Securities Act.
NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereby agree as follows:
Article I
DEFINITIONS
Section 1.01 Certain Defined Terms. For purposes of this Agreement (including the recitals hereto), the following terms shall have the following meanings:
“Action” means any claim, action, suit, inquiry, proceeding or investigation by or before any Governmental Authority or arbitral tribunal.
“[***]” has the meaning set forth in the Master Framework Agreement.
“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ability to elect at least a majority of the members of the board of directors or other governing body of a Person, and the terms “controlled” and “controlling” have correlative meanings. Notwithstanding the foregoing, for the avoidance of doubt, each of (i) Mind Robotics, Inc., (ii) Also, Inc. and (iii) Rivian and Volkswagen Group Technologies, LLC, and any of their respective Subsidiaries, shall not be considered to be an “Affiliate” of Rivian.
“Agreement” means this Subscription Agreement among the Parties (including the Schedules and Exhibits hereto) and all amendments hereto made in accordance with the provisions of Section 7.03.
“Antitrust Conditions” has the meaning ascribed thereto in Section 2.03(b).
“Antitrust Laws” means any Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, lessening of competition or restraint of trade.
“Breach” has the meaning ascribed thereto in Section 3.14(e).
“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Irvine, California, USA.
“Closing Conditions” has the meaning ascribed thereto in Section 2.02(b).
“Closing Price” means the arithmetic average of the daily volume-weighted average sale price of one Share (calculated to the nearest one-hundredth of one cent) as displayed under the heading “Bloomberg VWAP” on the Bloomberg AQR screen page of Rivian (or, if such screen page is not available, its equivalent successor page) in respect of the period beginning at 9:30:01 a.m., New York time (or such other time as the Nasdaq Global Select Market publicly announces is the official open of trading) and ending at 4:00:00 p.m., New York time (or such other time as the Nasdaq Global Select Market publicly announces is the official close of trading) for the thirty (30) consecutive trading days ending on the trading day immediately preceding (i) in the case of Milestone #1, the date hereof, and (ii) in the case of Milestone #2, Milestone #3, Milestone #4 or Milestone #5, the applicable Milestone Achievement Date for each such Milestone (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).
“ConfidentialityAgreement” has the meaning ascribed thereto in Section 5.01.
“Continuing Breach” means, with respect to a representation, warranty, or covenant, an ongoing breach of such representation, warranty, or covenant which breach has not been cured or remediated such that such representation or warranty is then accurate in all material respects or such covenant is then being complied with in all material respects, in each case, as of the applicable Milestone Closing Date; provided, that for the purpose of determining whether such breach has been cured or remediated, any representations or warranties relating to historical matters (such as lookback periods or representations as to compliance with any matter in the past) shall be disregarded, such that if such representation, warranty or covenant is accurate or complied with in all material respects at the present time, then no such Continuing Breach shall be in effect or continuing.
By way of illustration, for the purposes of determining whether a Continuing Breach is occurring with respect to Section 3.09(e), such section shall be deemed to read as “Rivian is in compliance in all material respects with all applicable listing and corporate governance rules and regulations of the Nasdaq Global Select Market”.
“Contract” has the meaning ascribed thereto in Section 3.04.
“Covered Activity” has the meaning ascribed thereto in Section 3.23.
“Covered Person” has the meaning ascribed thereto in Section 3.22(b).
“Damages” has the meaning ascribed thereto in Section 5.04(h)(i).
“Data” has the meaning ascribed thereto in Section 3.14(d).
“Data Privacy andSecurity Obligations” has the meaning ascribed thereto in Section 3.14(d).
“Dispute” has the meaning ascribed thereto in Section 7.07(a).
“Dispute Notice” has the meaning ascribed thereto in Section 7.07(a).
“DisqualificationEvents” has the meaning ascribed thereto in Section 3.22(a).
“Exchange Act” has the meaning ascribed thereto in Section 3.05.
“Governmental Authority” means any federal, national, foreign, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency, commission or any court of competent jurisdiction.
“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.
“Group” has the meaning ascribed thereto in Section 3.01.
“Group Company” has the meaning ascribed thereto in Section 3.01.
“Holder” means any Other Holder (as defined below) and the Investor.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
“Intellectual PropertyRights” has the meaning ascribed thereto in Section 3.14(a).
“Investor FundamentalRepresentations” means the representations and warranties made by the Investor in Section 4.01 (Authority; Enforceability), Section 4.02 (No Conflict) and Section 4.06 (Brokers and Other Advisors).
“Investor SpecifiedRepresentations” means the representations and warranties made by the Investor in Section 4.03 (Restricted Securities;Purchase Entirely for Own Account; Status).
“IT Systems” has the meaning ascribed thereto in Section 3.14(c).
“Law” means any federal, national, foreign, supranational, state, provincial or local statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).
“Master FrameworkAgreement” has the meaning ascribed thereto in the Preamble.
“Material AdverseEffect” has the meaning ascribed thereto in Section 3.01.
“Milestone #1” has the meaning ascribed thereto on Exhibit A attached hereto.
“Milestone #2” has the meaning ascribed thereto on Exhibit A attached hereto.
“Milestone #3” has the meaning ascribed thereto on Exhibit A attached hereto.
“Milestone #4” has the meaning ascribed thereto on Exhibit A attached hereto.
“Milestone #5” has the meaning ascribed thereto on Exhibit A attached hereto.
“Milestone AchievementDate” has the meaning ascribed thereto in Section 2.02(a).
“Milestone AchievementNotice” has the meaning ascribed thereto in Section 2.02(a).
“Milestone CashAmount” means, (i) with respect to Milestone #1, $300,000,000, (ii) with respect to Milestone #2, $[***], (iii) with respect to Milestone #3, $[***], (iv) with respect to Milestone #4, $[***] and (v) with respect to Milestone #5, $[***]; provided, however, that the Milestone Cash Amount shall be adjusted to account for the purchase of any additional Shares or Pre-Funded Warrants, as applicable, as a result of rounding up to the nearest whole number of Milestone Securities.
“Milestone Closing” has the meaning ascribed thereto in Section 2.02(b).
“Milestone ClosingDate” has the meaning ascribed thereto in Section 2.02(b).
“Milestone ConfirmationNotice” has the meaning ascribed thereto in Section 2.02(a).
“Milestone Deadline” means the applicable deadline for achievement of each Milestone as set forth in Exhibit A attached hereto, or such other date as agreed to by signed agreement between Rivian and the Investor, [***].
“Milestones” means Milestone #1, Milestone #2, Milestone #3, Milestone #4, and Milestone #5.
“Milestone Securities” means (i) with respect to each Milestone, a number of Shares and Pre-Funded Warrants (including any Warrant Shares), as applicable (rounded up to the nearest whole number), equal to (a) the applicable Milestone Cash Amount divided by (b) the Closing Price; and (ii) in the aggregate, all of such Shares, and Pre-Funded Warrants (including any Warrant Shares) with respect to each of Milestone #1, Milestone #2, Milestone #3, Milestone #4, and Milestone #5.
“[***]” has the meaning ascribed thereto in Section 7.17.
“Money LaunderingLaws” has the meaning ascribed thereto in Section 3.17.
“Nasdaq ListingRules” means the rules and regulations promulgated by the Nasdaq Stock Market LLC (or any successor entity) governing the qualification, listing and delisting of companies, as may be amended from time to time.
“Open Source Software” has the meaning ascribed thereto in Section 3.14(b).
“Other Holder” means any holder of Shares of Rivian other than the Investor.
“Other Holder RegistrableSecurities” means any registrable securities (as that, or any similar term, may be defined in an Other Holder Registration Rights Agreement) held by an Other Holder.
“Other Holder RegistrationRights Agreement” means any agreement between Rivian and an Other Holder providing for the registration of Other Holder Registrable Securities, including, without limitation, that Sixth Amended and Restated Investor Rights Agreement, dated November 13, 2024 by and between Rivian and the holders party thereto and that Investment Agreement, dated November 13, 2024, by and between Rivian, Volkswagen International America Inc. and Volkswagen Aktiengesellschaft, as amended.
“Party” has the meaning ascribed thereto in the Preamble.
“Permit” has the meaning ascribed thereto in Section 3.11.
“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity.
“Pre-Funded Warrants” means, collectively, the pre-funded warrants to purchase Shares delivered to the Investor at each applicable Milestone Closing in accordance with Section 2.02(b) hereof, which Pre-Funded Warrants shall be exercisable in whole or in part immediately for an exercise price of $0.001 per Warrant Share (the “Exercise Price”) and shall expire when exercised in full, substantially in the form of Exhibit B attached hereto.
“Registrable Securities” means Registrable Shares and Other Holder Registrable Securities.
“Registrable Shares” has the meaning ascribed thereto in Section 5.04(f).
“Registration Statement” has the meaning ascribed thereto in Section 5.04(a)(i).
“Representatives” means, with respect to any Person, such Person’s Affiliates and its and their respective directors, officers, employees, agents and advisors.
“Requisite StockholderApproval” means such approval of Rivian’s stockholders as may be required by the Nasdaq Listing Rules (including Rule 5635(b) and Rule 5635(d)) or any comparable successor stock exchange listing rules.
“Rivian” has the meaning ascribed thereto in the Preamble.
“Rivian DisclosureSchedule” means the disclosure schedule, dated as of the date of this Agreement, delivered by Rivian to the Investor in connection with the execution of this Agreement and attached hereto as Schedule I.
“Rivian LLC” has the meaning ascribed thereto in the Preamble.
“Rivian FundamentalRepresentations” means the representations and warranties made by Rivian in Section 3.01 (Organization and Validity), Section 3.02 (Authority), Section 3.03 (Enforceability), Section 3.04(c) (NoConflict), Section 3.05 (SEC Documents), Section 3.07 (Capitalization), Section 3.08(a) (NoLitigation), Section 3.09 (Financial Statements; Controls; Listing Requirements), Section 3.15 (Compliancewith Laws), Section 3.16 (Anti-Corruption Law and Sanctions), Section 3.17 (Money Laundering), Section 3.19 (Solvency) and Section 3.20 (Brokers and Other Advisors).
“Rivian SpecifiedRepresentations” means the representations and warranties made by Rivian in Section 3.11 (Permits), Section 3.14 (Intellectual Property; Open Source Software; IT Systems; Data), Section 3.18 (Insurance), and Section 3.21 (Taxes).
“Rule 144” has the meaning ascribed thereto in Section 4.04.
“Sanctions” has the meaning ascribed thereto in Section 3.16(b)(i).
“SEC” has the meaning ascribed thereto in Section 3.05.
“SEC Documents” has the meaning ascribed thereto in Section 3.05.
“Securities Act” has the meaning ascribed thereto in the Preamble.
“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Shares, and fees and disbursements of counsel for the Investor, except for the fees and disbursements of the Investor counsel borne and paid by Rivian as provided in Section 5.04 (d).
“Shares” means shares of Rivian’s Class A common stock, $0.001 par value per share.
“Solicitor” has the meaning ascribed thereto in Section 3.22(b).
“Solvent” has the meaning ascribed thereto in Section 3.19.
“Subsidiary” or “Subsidiaries” of any Person means any corporation, partnership, limited liability company, joint venture or other legal entity of which such person (either alone or through or together with any other Subsidiary), owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity, provided that, for the avoidance of doubt, each of (i) Mind Robotics, Inc., (ii) Also, Inc. and (iii) Rivian and Volkswagen Group Technologies, LLC, and any of their respective Subsidiaries, shall not be considered a “Subsidiary” of Rivian.
“United” has the meaning ascribed thereto in the Preamble.
“U.S. GAAP” has the meaning ascribed thereto in Section 3.09(a).
“Warrant Shares” means the Shares issued or issuable upon exercise of the Pre-Funded Warrants.
Section 1.02 Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(i) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement;
(ii) a reference to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented or modified from time to time to the extent permitted by the provisions thereof;
(iii) a reference to any Law means such Law as amended and in effect from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder;
(iv) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(v) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vi) the word “or” is not exclusive unless expressly indicated otherwise;
(vii) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(viii) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein;
(ix) where used with respect to information, the phrases “delivered” or “made available” shall mean that the information referred to has been physically or electronically delivered to the relevant parties or their respective Representatives, including, in the case of “made available” to the Investor, material that has been posted in a “data room” (virtual or otherwise) established by Rivian or its Affiliates (including in an electronic data room available at Datasite.com) at least two (2) Business Days prior to the date hereof;
(x) references to “day” or “days” are to calendar days;
(xi) “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form;
(xii) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(xiii) whenever words of one gender are used in this Agreement, they are deemed to include the other gender;
(xiv) references to a Person are also to its successors and permitted assigns;
(xv) the Parties have each participated in the negotiation and drafting of this Agreement, and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement;
(xvi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day; and
(xvii) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars.
Article II
PURCHASEAND SALE OF THE MILESTONE SECURITIES
Section 2.01 Purchase and Sale. Subject to the terms and conditions of this Agreement, Rivian agrees to sell and issue to the Investor, and the Investor agrees to purchase from Rivian, the Milestone Securities for an aggregate purchase price equal to the sum of the Milestone Cash Amount or, with respect to any Pre-Funded Warrants, the Milestone Cash Amount less the aggregate Exercise Price of such Pre-Funded Warrants.
Section 2.02 Milestone Closing(s).
(a) Following the achievement of each Milestone, excluding Milestone #1, Rivian shall provide written notice to the Investor certifying that the applicable Milestone has been achieved (such notice, the “Milestone Achievement Notice”), which Milestone Achievement Notice shall be delivered to the Investor within [***] of the date on which Rivian determines the applicable Milestone has been achieved (the “Milestone Achievement Date”). The Milestone Achievement Notice shall set forth the date upon which Rivian considers the applicable Milestone Achievement Date. Following receipt of the Milestone Achievement Notice, the Investor shall have [***] in which to (i) validate the achievement of the applicable Milestone on the Milestone Achievement Date and (ii) upon the Investor’s reasonable satisfaction of such achievement on such date, deliver to Rivian a confirmation notice (the “Milestone Confirmation Notice”). [***]
(b) The consummation of the purchase and sale of the Milestone Securities with respect to each Milestone (each, a “Milestone Closing”) shall take place on the applicable Milestone Closing Date remotely via an exchange of electronic copies of documents and signatures, subject to the satisfaction or waiver of the conditions precedent to the applicable Milestone Closing set forth in Section 2.03, Section 2.04 and Section 2.05 (the “Closing Conditions”) as of the Milestone Closing. At each Milestone Closing, the Milestone Securities shall be Shares, provided, however, that the Investor in its sole discretion, other than with respect to Milestone #1, may elect to purchase Pre-Funded Warrants in lieu of Shares in such manner as to result in the same aggregate purchase price being paid by the Investor by providing written notice of such election to Rivian at least five (5) Business Days prior to the applicable Milestone Closing Date. The “Milestone Closing Date” shall mean (i) with respect to Milestone #1, the date that is five (5) Business Days after the satisfaction or waiver of the Antitrust Conditions and the other Closing Conditions, (ii) with respect to Milestone #2, Milestone #3, Milestone #4, and Milestone #5, the date that is five (5) Business Days following (x) the Investor’s delivery of the Milestone Confirmation Notice for such applicable Milestone and (y) the satisfaction or waiver of each of the Closing Conditions, and (iii) with respect to any Milestone, such other date that the Parties may agree upon in writing.
(c) In connection with the Investor’s validation of the achievement of any applicable Milestone which is the subject of a Milestone Achievement Notice, Rivian shall provide the Investor or its applicable Affiliate such information and access as it may reasonably request in connection with validating the achievement of such Milestone, provided, however that, in each case, Rivian may redact, remove, withhold or restrict access to (i) highly confidential and competitively sensitive or proprietary information or access to the foregoing, (ii) information or access that would, based on the advice of counsel, reasonably be expected to result in the loss of legal privilege to Rivian or its Subsidiaries, or (iii) information that the disclosure of which, or access that would, cause a violation of applicable Law or any contractual or legal obligation of confidentiality or secrecy of Rivian or any of its Subsidiaries.
Section 2.03 Conditions to Obligations of Each Party. The respective obligations of Rivian and the Investor to consummate the transactions contemplated under this Agreement in respect of a Milestone Closing are subject to the satisfaction or written waiver, at or prior to the applicable Milestone Closing, of each of the following conditions:
(a) Requisite Stockholder Approval. Any Requisite Stockholder Approval with respect to the issuance of the Milestone Securities to the Investor shall have been obtained.
(b) Governmental Approvals. Any consents, waivers, approvals, clearances, expiration or termination of any waiting period (and any extension thereof), and authorizations or orders of, any Governmental Authority under the Antitrust Laws, foreign investment laws or national security laws applicable to the transactions contemplated in this Agreement shall have been obtained and any agreement between Investor and any Governmental Authority not to consummate any transaction contemplated by this Agreement shall have expired or been terminated (collectively, the “AntitrustConditions”).
(c) No Order. There shall not be pending or in effect any Law or Governmental Order issued by a Governmental Authority of competent jurisdiction that enjoins the consummation of the transactions contemplated by this Agreement.
(d) Milestone Achievement Notice. The applicable Milestone Achievement Notice shall have been delivered and the applicable Milestone shall have been achieved in accordance with the terms and procedures set forth in Section 2.02(a) and Exhibit A attached hereto.
(e) Listing Application. The Company shall have filed with Nasdaq Global Select Market a Notification Form: Listing of Additional Shares for the listing of the Shares and the Warrant Shares and the Nasdaq Global Select Market shall have raised no objection to such notice and the transactions contemplated hereby.
Section 2.04 Conditions to Obligations of Rivian. The obligations of Rivian to consummate the transactions contemplated under this Agreement in respect of a Milestone Closing are subject to the satisfaction or written waiver, at or prior to the applicable Milestone Closing, of each of the following conditions:
(a) Representations and Warranties. (i) The Investor Fundamental Representations shall be true and correct in all material respects as though such representations and warranties had been made on and as of the applicable Milestone Closing Date (except to the extent any such Investor Fundamental Representations are, by their terms, made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date), (ii) the Investor Specified Representations shall have been true and correct in all material respects as of the date of this Agreement (except to the extent any such Investor Specified Representations are, by their terms, made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date), and (iii) Rivian shall have received a certificate of the Investor signed by a duly authorized representative thereof dated as of the applicable Milestone Closing Date certifying the matters set forth in Section 2.03(b) through Section 1.01(a) and clauses (i) and (ii) of this Section 2.04(a); and
(b) Milestone Cash Amount. The Investor shall deliver or cause to be delivered to Rivian an amount of cash equal to the Milestone Cash Amount for the applicable Milestone or, with respect to any Pre-Funded Warrants, the Milestone Cash Amount less the aggregate Exercise Price of such Pre-Funded Warrants, by wire transfer in immediately available funds for the account of Rivian to the bank account number designated by Rivian to the Investor in writing at least two (2) Business Days prior to the date on which the applicable Milestone Closing is planned to occur.
Section 2.05 Conditions to Obligations of the Investor. The obligations of the Investor to consummate the transactions contemplated under this Agreement in respect of a Milestone Closing are subject to the satisfaction or written waiver, at or prior to the applicable Milestone Closing, of each of the following conditions:
(a) Certificate. Rivian shall deliver or cause to be delivered to the Investor a certificate of Rivian signed by a duly authorized representative thereof dated as of the applicable Milestone Closing Date certifying the matters set forth in and in Section 2.03, Section 2.05(b) and 2.05(d).
(b) Milestone Securities. Rivian shall deliver or cause to be delivered to the Investor, (i) in the event the Milestone Securities are Shares, such Shares, in book entry form, free and clear of all liens, except restrictions imposed by applicable securities Laws and as provided in this Agreement, as well as a book-entry statement evidencing the applicable Shares on the date of the issuance, and (ii) in the event the Milestone Securities are elected by the Investor to be Pre-Funded Warrants in lieu of Shares pursuant to Section 2.02(b), a Pre-Funded Warrant for such Milestone Securities registered in the name of the Investor, subject to adjustment as provided therein, free and clear of all liens, except restrictions imposed by applicable securities Laws and as provided in such Pre-Funded Warrant and this Agreement.
(c) Fundamental Representations. There shall not be a Continuing Breach of any Rivian Fundamental Representation (it being understood that Rivian shall be entitled to remediate any such Continuing Breach (as provided within the definition of “Continuing Breach”) and thereby satisfy this condition).
(d) Specified Representations. The Rivian Specified Representations shall have been true and correct in all material respects as of the date of this Agreement (except to the extent any such Rivian Specified Representations are, by their terms, made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date); provided, that if Rivian has cured or remediated any breach of a Rivian Specified Representation following the date of this Agreement such that such representation or warranty was, at any point after the date hereof, accurate in all material respects, this condition shall be satisfied; and, provided, further, that for the purpose of determining whether a breach of a Rivian Specified Representation has been cured or remediated, any representations or warranties relating to historical matters (such as lookback periods or representations as to compliance with any matter in the past) shall be disregarded.
Section 2.06 Regulatory and Other Authorizations; Notices and Consents.
(a) Rivian and the Investor shall each use their commercially reasonable efforts to obtain the required approvals, consents, actions or nonactions, or the expiration or termination of applicable waiting periods under the Antitrust Laws with respect to this Agreement, including supplying the other with such information as may be reasonably required to prepare any required filings or submissions and using commercially reasonable efforts to make an appropriate response as promptly as reasonably practicable to any requests for additional information or documents by such Governmental Authority. Rivian and Investor shall each use reasonable best efforts to file a Notification Report Form under the HSR Act no later than twenty (20) business days after the date of this Agreement and any required filings under other applicable Antitrust Laws as promptly as possible. For the avoidance of doubt, the terms set forth in this Section 2.06 shall also apply to any future required approvals, consents, actions and the expiration or termination of applicable waiting periods under the Antitrust Laws with respect to this Agreement, whether or not contemplated or expected as of the date hereof. Any filing fees required in respect of applicable Antitrust Laws with respect to this Agreement shall be borne fifty percent (50%) by Rivian and fifty percent (50%) by the Investor. All other fees and expenses incurred by either Party in connection with any filing submitted hereto or with such Party’s compliance with the terms of this Section 2.06 shall be paid by the Party that incurs such fee or expense.
(b) Rivian and the Investor shall cooperate with one another in connection with any such filing(s) and in connection with resolving any investigations or other inquiries of any Governmental Authority to achieve the satisfaction of the Antitrust Conditions as soon as practicable after the date of this Agreement. Rivian and the Investor shall jointly in good faith determine and direct the strategy and process by which the Parties will seek required approvals, provided, that, in the event of a disagreement regarding such strategy, the determination of Investor shall be final. To the extent not prohibited by law, Rivian and the Investor each shall furnish to the other Party information reasonably required to resolve and respond to any such investigation, shall give each other reasonable prior notice of any communication with any Governmental Authority and permit representatives of the other Party to attend any such meeting or teleconference, and shall provide counsel of the other Party reasonable opportunity to review in advance and comment on drafts of filings and submissions and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Authority in connection with the Agreement; provided, however that if any filing or submission discusses other investments or acquisitions (current or potential) of Investor, then Investor may redact or withhold that section of the filing or submission or if any meeting or teleconference will involve discussion of other investments or acquisitions (current or potential) of Investor, then Investor shall not be obligated to invite the other Party or its representative to attend; provided further that either Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive materials provided to the other party under this section as “outside counsel only” and any such information shall not be shared with employees, officers, managers, or directors or their equivalents of the receiving party without written approval of the providing party. If requested by the Investor, Rivian shall respond as promptly as practicable to any request for information, documentation, other material or testimony by any antitrust or competition authority, including by complying at the earliest reasonably practicable date with any request for additional information, documents or other materials, including any “second request” under the HSR Act, received by Rivian or any of its Subsidiaries from any antitrust or competition authority in connection with such applications or filings for the potential conversion.
(c) For the avoidance of doubt, neither Rivian nor the Investor shall be obliged to accept any remedies (i.e., conditions, obligations or other requirements, including any requirement to sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of its business, conduct, restrict, operate, invest or otherwise change the assets, business or portions of its business in any manner, or impose any restriction, requirement or limitation on the operation its business or portion of its business) to which the consents, approvals, orders and authorizations required by this Agreement are subject, nor shall the parties be required to enter into any settlement, consent decree, or “timing agreement” with any governmental authority, and any such non-acceptance shall not constitute a breach of their obligations set forth in this Section 2.06, provided, however, that each of Rivian and the Investor shall use their commercially reasonable efforts to achieve the satisfaction of the Antitrust Conditions as soon as practicable after the date of this Agreement.
Section 2.07 Use of Proceeds. Rivian shall use the proceeds of any amounts received in connection with this Agreement for the development of Level 4 automated driving software and hardware for, and integration of such software and hardware into, company vehicles, including for robotaxi applications.
Article III
REPRESENTATIONSAND WARRANTIES OF RIVIAN
Rivian hereby represents and warrants to the Investor that all of the following statements are true and complete as of the date hereof and, with respect to the Rivian Fundamental Representations and the representations made in Section 3.21 (Taxes), are true and complete as of each Milestone Closing Date as though made on such Milestone Closing Date, in each case (except with respect to the representation in Section 3.08(a)) subject to such exceptions as are disclosed in the Rivian Disclosure Schedule:
Section 3.01 Organization and Validity. Rivian (i) has been duly incorporated, is validly existing as a corporation and in good standing under the laws of the State of Delaware; (ii) has the corporate power and authority to own or lease its property and carry on its business as now conducted; and (iii) is duly qualified to transact business and is in good standing in each jurisdiction (to the extent the concept of good standing or an equivalent concept is applicable in such jurisdiction) in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified would not reasonably be expected to have a material adverse effect on the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of Rivian and its Subsidiaries (together, the “Group” and each, a “Group Company”), taken as a whole, or on Rivian’s ability to perform its obligations under this Agreement (a “Material Adverse Effect”).
Section 3.02 Authority. The execution, the delivery by Rivian of, and the performance by Rivian of its obligations under this Agreement (including the Pre-Funded Warrants when issued) and the consummation of the transactions contemplated hereby, including delivery of the Milestone Securities, have been duly authorized by all necessary actions on the part of Rivian.
Section 3.03 Enforceability. This Agreement has been duly executed and delivered by Rivian and constitutes a valid and binding obligation of Rivian and, when issued, the Pre-Funded Warrants shall be duly executed and delivered by Rivian and constitute valid and binding obligations of Rivian, each enforceable against Rivian in accordance with their respective terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
Section 3.04 No Conflict. Rivian’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including delivery of the Milestone Securities, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (a) any applicable Law, (b) any agreement or other instrument binding upon any Group Company (collectively, the “Contracts” and each, a “Contract”), (c) any of the terms and provisions of the certificate of incorporation or bylaws of Rivian, or (d) any Governmental Order of any Governmental Authority having jurisdiction over any Group Company, except in the case of clauses (a), (b) and (d), such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 3.05 SEC Documents. Rivian has timely filed or furnished all reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) required to be filed or furnished by Rivian (the “SEC Documents”) since January 1, 2024. As of their respective dates of filing, (i) the SEC Documents complied as to form in all material respects with the requirements of the Securities Act, or the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (ii) except to the extent amended or superseded by a subsequent filing with the SEC, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no material outstanding or unresolved comments from the SEC staff with respect to the SEC Documents. To Rivian’s knowledge, none of the SEC Documents are the subject of an ongoing SEC review that would reasonably be expected to have, a Material Adverse Effect. As of the date of this Agreement, Rivian is in compliance with General Instruction I.A.3 of Form S-3.
Section 3.06 Consents and Approvals. All consents, approvals, authorizations and orders of, and qualifications with, any Governmental Authority required on the part of Rivian in connection with the execution, delivery or performance of this Agreement, including delivery of the Milestone Securities (other than those necessary to satisfy the condition to the applicable Milestone Closing set forth in Section 2.03(b)), have been obtained or made.
Section 3.07 Capitalization. All issued and outstanding Shares have been duly authorized and are validly issued, fully paid and non-assessable, and conform in all material respects to the description thereof in Rivian’s most recent SEC Documents. All Warrant Shares exercisable pursuant to issued and outstanding Pre-Funded Warrants have been duly and validly authorized and reserved for issuance and, upon issuance pursuant to the terms of such Pre-Funded Warrants, will be duly and validly issued, fully paid and non-assessable, and the holder of the Warrant Shares shall be entitled to all rights accorded to a holder of Shares. Rivian shall at all times keep available out of its authorized but unissued Shares, solely for the purpose of effecting the issuance of the Milestone Securities, such number of Shares as shall be sufficient to effect the issuance of the Milestone Securities in accordance with the terms of this Agreement; and if at any time the number of authorized but unissued shares of Shares shall not be sufficient to effect the issuance of the Milestone Securities in accordance with the terms of this Agreement, without limitation of such other remedies as shall be available to the Investor, Rivian will use its best efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued Shares to such number of Shares as shall be sufficient for such purposes.
Section 3.08 No Litigation.
(a) There are no Actions pending to which any Group Company is a party or to which any of the properties of the Group is subject, including those proceedings described in Rivian’s SEC Documents that would, individually or in the aggregate, reasonably be expected (based on, among other things, an assessment of the facts, circumstances, and merits of the underlying claim or dispute) to materially and adversely affect the operations or condition (financial or otherwise) of Rivian and its Subsidiaries, taken as a whole, but in each case, excluding any Actions brought by United or its Affiliates.
(b) The Group is not subject to any notice, court decision, agency guideline, order, writ, injunction, award, judgment or decree of any federal, state, local or foreign government, any court of competent jurisdiction or any administrative, regulatory (including any stock exchange) or other governmental agency, commission or authority which would, individually or in the aggregate, reasonably be expected (based on, among other things, an assessment of the facts, circumstances, and merits of the underlying matter set forth therein) to materially and adversely affect the operations or condition (financial or otherwise) of Rivian and its Subsidiaries, taken as a whole.
Section 3.09 Financial Statements; Controls; Listing Requirements.
(a) The audited financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Group included in the SEC Documents comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as applicable, as well as the published rules and regulations of the SEC with respect thereto, and present fairly the consolidated financial position of the Group as of the dates shown and the Group’s results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods covered thereby except for any normal year-end adjustments in the Group’s quarterly financial statements. The other financial information included in the SEC Documents has been derived from the accounting records of the Group and presents fairly in all material respects the information shown thereby. The statistical, industry-related and market-related data included in the SEC Documents are based on or derived from sources which Rivian reasonably and in good faith believes are reliable and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects.
(b) Rivian has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Such disclosure controls and procedures are designed (i) to ensure that material information required to be disclosed in Rivian’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods, and (ii) to timely alert Rivian’s principal executive officer and principal financial officer to material information required to be included in Rivian’s periodic reports required under the Exchange Act.
(c) Rivian has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Such internal controls are designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included in the SEC Documents are accurate. Except as described in the SEC Documents, since the end of Rivian’s most recent audited fiscal year, there has been (x) no material weakness in Rivian’s internal control over financial reporting (whether or not remediated) as defined in Rule 13(a)-15(f) under the Exchange Act and y) no change in Rivian’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, Rivian’s internal control over financial reporting.
(d) The interactive data in eXtensible Business Reporting Language included in the SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.
(e) Since January 1, 2024, Rivian has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Select Market.
(f) Rivian is, and since January 1, 2023 has been, in compliance in all material respects with all applicable requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the SEC thereunder.
(g) Rivian is not, and immediately after receipt of payment for the Milestone Securities will not be, an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.
Section 3.10 Absence of Certain Changes or Events. Since December 31, 2025, no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect.
Section 3.11 Permits. Each Group Company possesses all certificates, authorizations and permits (collectively, “Permits” and each, a “Permit”) issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess any such certificate, authorization or permit would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and no Group Company has received any notice of proceedings relating to the revocation or modification of any Permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except as described in the SEC Documents.
Section 3.12 Compliance with Contracts. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the Group Companies is in material breach of or default under any Contract, and, to the Group’s knowledge, no other party is in a material breach of or default under any such Contract, except as described in the SEC Documents.
Section 3.13 Properties. Each Group Company has good and marketable title to all real property and personal property owned by it that is material to the business of the Group, taken as a whole, in each case free and clear of all liens, encumbrances or defects, except such as are described in the SEC Documents or those that would not be reasonably likely to result in a Material Adverse Effect. Any real property and buildings held under lease by the Group are held by each Group Company under valid, subsisting and, to Rivian’s knowledge, enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Group, taken as a whole.
Section 3.14 Intellectual Property; Open Source Software; IT Systems; Data.
(a) Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Group Company owns or has a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Intellectual Property Rights”) used in or reasonably necessary to the conduct of its business, (ii) to Rivian’s knowledge, the Intellectual Property Rights owned by the Group and, to Rivian’s knowledge, the Intellectual Property Rights licensed to the Group, are valid, subsisting and enforceable, and there is no pending or, to Rivian’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights, (iii) no Group Company has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights by such Group Company, (iv) to Rivian’s knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by Rivian, (v) no Group Company infringes, misappropriates or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any third party, (vi) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of any Group Company have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the applicable Group Company if such Intellectual Property Rights are not assigned by operation of applicable law, and (vii) each Group Company uses, and has used, commercially reasonable efforts to appropriately maintain as confidential its trade secrets.
(b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) each Group Company uses and has used all software and other materials used in its businesses that are under a “free,” “open source,” or similar licensing model (including the MIT License, Apache License, GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Software”) in compliance with all license terms applicable to such Open Source Software; and (ii) no Group Company uses or distributes or has used or distributed any Open Source Software in any manner that requires or has required (A) any Group Company to permit reverse engineering of any software code or other technology owned by any Group Company or (B) any software code or other technology owned by Group Company to be (1) disclosed or distributed in source code form, (2) licensed for the purpose of making derivative works or (3) redistributed at no charge.
(c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or leased by the Group (collectively, “ITSystems”) are adequate for, and operate and perform as required in connection with, the operation of the business of the Group as currently conducted and, to the knowledge of Rivian, are free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii) each Group Company has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect the integrity, continuity, redundancy and security of all IT Systems used in connection with their businesses as currently conducted; and (iii) to the knowledge of Rivian, there has been no unauthorized access to the IT Systems.
(d) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) each Group Company has complied and is presently in compliance with all internal and external privacy policies, contractual obligations, applicable industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other Governmental Authority, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by such Group Company of personal, personally identifiable, household, sensitive or confidential (“Data Privacy and Security Obligations”, and such data, “Data”); (ii) Rivian has not received any notification of or complaint regarding and is unaware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Privacy and Security Obligations; and (iii) there is no action, suit or proceeding by or before any court or Governmental Authority pending or, to the knowledge of Rivian, threatened alleging non-compliance with any Data Privacy and Security Obligations.
(e) Each Group Company has taken commercially reasonable technical and organizational measures designed to protect the information technology systems and Data used in connection with the operation of its businesses. Without limiting the foregoing, each Group Company has used commercially reasonable efforts to establish and maintain, and has established, maintained, implemented and complied with commercially reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity or disaster recovery and security plans that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any information technology system or Data used in connection with the operation of its businesses (“Breach”). Except as would not, individually or in the aggregate, have a Material Adverse Effect, there has been no such Breach, and no Group Company has been notified of any such Breach.
Section 3.15 Compliance with Laws. The Group has conducted and is conducting its business in material compliance with all applicable Law except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect.
Section 3.16 Anti-Corruption Law and Sanctions.
(a) (i) No Group Company or any of its controlled Affiliates, or any director or officer thereof, or to Rivian’s knowledge, any employee, agent or representative of any Group Company or any of its controlled Affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any Person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) in order to influence official action, or to any Person in violation of any applicable anti-corruption laws; (ii) each Group Company and each of its controlled Affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) no Group Company will use, directly or knowingly indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable anti-corruption laws.
(b) No Group Company, or any director or officer thereof, or to Rivian’s knowledge, any employee, agent, controlled Affiliate or representative of any Group Company, is a Person that is, or is owned or controlled by, one or more Persons that are:
(i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority (collectively, “Sanctions”); or
(ii) located, organized or resident in a country, region or territory that is the subject of Sanctions (including Cuba, Iran, North Korea, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Zaporizhzhia and Kherson Regions, or Syria).
(c) The Group will not, directly or, knowingly, indirectly, use the proceeds received pursuant to this Agreement or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person:
(i) to fund, finance or facilitate any activities, business or transaction of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or
(ii) in any other manner that could reasonably be expected to result in a violation of Sanctions by any Person.
(d) For the past five years, no Group Company has knowingly engaged in, is now knowingly engaged in, and will knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.
Section 3.17 Money Laundering. The operations of the Group are and have been conducted at all times in material compliance with all applicable financial record-keeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Group conducts business and the applicable rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority with jurisdiction over any Group Company (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving any Group Company with respect to the Money Laundering Laws is pending or, to the knowledge of Rivian, threatened.
Section 3.18 Insurance. Each Group Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are, in Rivian’s reasonable judgment, prudent and customary in the businesses in which the Group is engaged, taken as a whole; no Group Company has been refused any insurance coverage sought or applied for; and no Group Company has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 3.19 Solvency. The Group is, and after giving effect to the transactions contemplated hereby, will be Solvent (as defined below). For purposes of this Section 3.19, “Solvent” means, with respect to the Group, that (a) the fair value and the present saleable value of any and all property of the Group is greater than the probable liability on existing debts of the Group as they become absolute and mature, (b) the Group is able to pay its debts (including contingent and subordinated liabilities) as they become absolute and mature, (c) the Group does not intend to, nor believes that it will, incur debts that would be beyond its ability to pay as such debts mature and (d) the Group is not engaged in businesses or transactions, nor about to engage in businesses or transactions, for which any property remaining would constitute unreasonably small capital. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.
Section 3.20 Brokers and Other Advisors. There is no broker, investment banker, financial advisor or other intermediary that has been retained by or is authorized to act on behalf of Rivian that is entitled to any broker’s, finder’s, financial advisor’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Rivian.
Section 3.21 Taxes.
(a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Group Company has (1) duly and timely filed (taking into account any valid extension of time within which to file) all tax returns required to be filed by any of them and all such filed tax returns are true, correct and complete and (2) paid all taxes required to be paid (whether or not shown on any tax return) or that such Group Company was obligated to withhold from amounts owing to any employee, creditor or other third party, except, in each case, for taxes that are being contested in good faith in appropriate proceedings and for which adequate reserves have been established in the financial statements included in Rivian’s reports filed prior to the date of this Agreement.
(b) No deficiency for any amount of taxes has been proposed or asserted in writing or assessed by any Governmental Authority against any Group Company that remains unpaid or unresolved that would, individually or in the aggregate, reasonably be expected (based on, among other things, an assessment of the facts, circumstances, and merits of the underlying claim or dispute) to materially and adversely affect the operations or condition (financial or otherwise) of Rivian and its Subsidiaries, taken as a whole.
(c) No audit, claim, investigation, administrative or judicial proceeding or other examination of, or with respect to, any tax return or taxes of any Group Company is presently in progress, nor has any Group Company been notified in writing of any request for any audit, claim, investigation, administrative or judicial proceeding or other examination of, or with respect to, any tax return or taxes of any Group Company in each case, that would, individually or in the aggregate, reasonably be expected (based on, among other things, an assessment of the facts, circumstances, and merits of the underlying claim or dispute) to materially and adversely affect the operations or condition (financial or otherwise) of Rivian and its Subsidiaries, taken as a whole.
Section 3.22 No “Bad Actor” Disqualification.
(a) Rivian has exercised reasonable care, in accordance with SEC rules and guidance, to determine whether any Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (“Disqualification Events”). To Rivian’s knowledge, no Covered Person is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. Rivian has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act.
(b) For purposes of this Section 3.22, “Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, including Rivian; any predecessor or Affiliate of Rivian; any director, executive officer, other officer participating in the offering, general partner or managing member of Rivian; any beneficial owner of twenty percent (20%) or more of Rivian’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with Rivian in any capacity at any Milestone Closing Date; and any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale and issuance of the Milestone Securities (a “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the offering of any Solicitor or general partner or managing member of any Solicitor.
Section 3.23 Outbound Investment Security Program. Neither Rivian nor any of its subsidiaries is a “covered foreign person,” as that term is defined in 31 C.F.R. § 850.209. Neither Rivian nor any of its subsidiaries currently engages, or has plans to engage, directly or indirectly, in a “covered activity,” as that term is defined in 31 C.F.R. § 850.208 (“Covered Activity”). Rivian does not have any joint ventures that engage in or plan to engage in any Covered Activity. Rivian also does not, directly or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the direction of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.
Article IV
REPRESENTATIONSAND WARRANTIES OF THE INVESTOR
The Investor hereby represents and warrants to Rivian that all of the following statements are true and complete as of the date hereof and will be true and complete as of each Milestone Closing Date as though made on such Milestone Closing Date:
Section 4.01 Authority; Enforceability. The execution, the delivery by the Investor of, and the performance by the Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of the Investor. This Agreement constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
Section 4.02 No Conflict. The Investor’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (a) any applicable Law, (b) any agreement or other instrument binding upon the Investor, (c) any of the terms and provisions of the certificate of incorporation or bylaws of the Investor, or (d) any Governmental Order of any Governmental Authority having jurisdiction over the Investor, except in the case of clauses (a), (b) and (d), such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Investor’s ability to perform its obligation under this Agreement.
Section 4.03 Restricted Securities; Purchase Entirely for Own Account; Status. The Investor understands that Rivian intends for the Milestone Securities to be offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and Rivian is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Milestone Securities. The Investor is making this investment and is acquiring the Milestone Securities for the Investor’s own account as a principal, and not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part. The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. The Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act.
Section 4.04 Legend. The Investor understands and agrees that until the Milestone Securities issuable to the Investor are registered or transferred pursuant to the provisions of Rule 144 under the Securities Act (“Rule 144”), the certificates or book entry notations representing such Milestone Securities, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
Section 4.05 Information. The Investor acknowledges that no private placement memorandum or similar offering documents have been prepared or distributed in connection with this Agreement, but in lieu thereof the Investor has had access to the SEC Documents. The Investor has relied on the information contained therein and in such other documents as the Investor has elected to review and has not relied upon any oral representations or been furnished any other offering literature or written information, except other information (if any) provided by Rivian at the Investor’s request. The Investor has been provided with adequate opportunity to ask questions of Rivian’s management and to review any documents that the Investor deems material.
Section 4.06 Brokers and Other Advisors. There is no broker, investment banker, financial advisor or other intermediary that has been retained by or is authorized to act on behalf of the Investor that is entitled to any broker’s, finder’s, financial advisor’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Investor.
Article V
ADDITIONALAGREEMENTS
Section 5.01 Confidentiality. The terms of the Mutual Non-Disclosure Agreement, dated October 8, 2025 (the “Confidentiality Agreement”) by and between United and Rivian LLC, are hereby incorporated herein by reference, shall apply to the Parties mutatis mutandis as if fully set forth herein and as if the Investor constituted United and Rivian constituted Rivian LLC for purposes thereof, and shall continue in full force and effect with a term running contemporaneously with the term of this Agreement, provided that the confidentiality and other obligations specified therein shall survive such term for an additional three (3) years following any expiration or termination of this Agreement. If this Agreement is, for any reason, terminated prior to any Milestone Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms in accordance with the foregoing sentence.
Section 5.02 Further Action.
(a) Except as otherwise provided in this Agreement, the Parties shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all appropriate action, to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law to execute and deliver this Agreement and such other documents and other papers as may be required to carry out the provisions of this Agreement and to consummate and make effective the transactions contemplated by this Agreement, including the obtaining of all necessary waivers, consents, approvals and authorizations from any third party.
(b) From time to time after each Milestone Closing, without additional consideration, each Party hereto shall, and shall cause its Affiliates to, execute and deliver such further instruments and take such other action as may be necessary or is reasonably requested by any other Parties to make effective the transactions contemplated by this Agreement.
Section 5.03 Exchange Act Reporting. With a view to making available to the Investor the benefits of certain rules and regulations of the SEC which may permit the resale of the Milestone Securities, where such Milestone Securities are not covered by a registration under Section 5.04 pursuant to the terms of this Agreement, to the public without registration, Rivian shall:
(a) make and keep public information available, as those terms are understood and defined in Rule 144 at all times after any Milestone Closing Date;
(b) use commercially reasonable efforts to file with the SEC, in a timely manner, all reports and other documents required of Rivian under the Exchange Act, at any time when Rivian is subject to such reporting requirements; and
(c) so long as the Investor owns any Milestone Securities, furnish to the Investor forthwith upon request: a written statement by Rivian as to its compliance with the reporting requirements of the Exchange Act; a copy of the most recent annual or quarterly report of Rivian; and such other reports and documents as the Investor may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such Milestone Securities without registration (in each case to the extent not readily publicly available) or pursuant to Form S-3.
Section 5.04 Registration Rights.
(a)
(i) At any time following any Milestone Closing Date, Investor may deliver to Rivian a written request that Rivian file a registration statement on Form S-3 (or, if Rivian is not then eligible, on Form S-1) (a “Registration Statement”) under the Securities Act covering the resale of all of the Registrable Shares of the Investor, which request shall specify the aggregate number of Registrable Shares proposed to be resold (the “Demand Request”). Rivian shall as soon as practicable thereafter, and in any event within twenty (20) calendar days after the date that such Demand Request is given, file and use its commercially reasonable efforts to (i) effect a Registration Statement covering the resale of the Registrable Shares specified in the Demand Request (a “Demand Registration”), and (ii) cause such Registration Statement to remain effective until such date as the Investor has completed the distribution of Registrable Shares as described in the relevant Registration Statement; provided, that Rivian’s obligation to file a Registration Statement is contingent upon the Investor furnishing in writing to Rivian such information regarding the Investor, the securities of Rivian held by the Investor, and the intended method of disposition of such Registrable Shares, as shall be reasonably requested by Rivian to effect the registration of such Registrable Shares in compliance with applicable securities laws and which information shall be requested by Rivian from the Investor at least five (5) trading days prior to the anticipated filing date of the Registration Statement; provided, further, that Rivian shall not be obligated to effect, or to take any action to effect, any Registration Statement pursuant to this Section 5.04 during the period that is twenty (20) days before Rivian’s good faith estimate of the date of filing of, and ending on a date that is forty-five (45) days after the effective date of, a Rivian-initiated registration, provided, that Rivian is actively employing in good faith commercially reasonable efforts to cause such Registration Statement to become effective; provided, however, that Rivian (i) may not invoke this right more than twice in any twelve (12) month period and (ii) may not invoke this right within sixty (60) days following delivery of a Milestone Achievement Notice to the Investor if, as a result of the related Milestone Closing, the Investor reasonably determines in good faith that the Investor would be required to submit any required filing under applicable Antitrust Laws.. A Demand Registration shall not be counted as “effected” for purposes of this Section 5.04 until such time as the applicable Registration Statement has been declared effective by the SEC. The Investor and its counsel shall have at least three (3) Business Days prior to the anticipated filing date of a Registration Statement to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus, prior to its filing with the SEC.
(ii) The Investor may request in its Demand Request pursuant to Section 5.04(a)(i) that the resale of Registrable Shares be effectuated by means of an underwritten offering, provided, that the aggregate offering value of the Registrable Shares covered by such Demand Request is equal to at least $100,000,000. In the event of such an underwritten Demand Registration, the Investor shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Investor and reasonably acceptable to Rivian. Notwithstanding any other provision of this Section 5.04, if the underwriter(s) advise(s) Rivian and the Investor in writing that material marketing factors require a limitation of the number of securities, including Registrable Shares, to be underwritten, then Rivian shall so advise the Investor and any selling Other Holder of Other Holder Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities, that may be included in the underwritten offering shall be allocated among such Holders of Registrable Securities, including the Investor, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders, including the Investor. Notwithstanding the foregoing, in no event, shall the number of Registrable Securities included in the offering be reduced unless all other securities are first entirely excluded from the offering. To facilitate the allocation of shares in accordance with the above provisions, Rivian or the underwriter(s) may round the number of shares allocated to any Holder to the nearest one thousand (1,000) shares.
(b) Notwithstanding the foregoing obligations, if Rivian furnishes to the Investor following a Demand Request a certificate signed by Rivian’s chief executive officer stating that in the good faith judgment of the board of directors of Rivian it would be materially detrimental to Rivian and its stockholders for such Registration Statement to be filed and it is therefore necessary to defer the filing of such Registration Statement, then Rivian shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the Demand Request is given; provided, however, that Rivian (i) may not invoke this right more than once in any twelve (12) month period and (ii) may not invoke this right within sixty (60) days following delivery of a Milestone Achievement Notice to the Investor if Investor notifies Rivian in good faith that, as a result of the related Milestone Closing, if no Registrable Shares were sold, the Investor has reasonably determined that it would submit any required filing under applicable Antitrust Laws; and provided, further, that Rivian shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period.
(c) The Investor acknowledges that there may be times when Rivian must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by Rivian and declared effective by the SEC, or until such time as Rivian has filed an appropriate report with the SEC pursuant to the Exchange Act. The Investor hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus forming part of the Registration Statement during the period commencing at the time at which Rivian gives the Investor written notice of the suspension of the use of said prospectus and ending at the time Rivian gives the Investor written notice that the Investor may thereafter effect sales pursuant to said prospectus; provided, that, (i) Rivian shall not suspend the use of the Registration Statement (A) on more than three (3) occasions for a period of more than thirty (30) consecutive days or (B) more than an aggregate total of sixty (60) days, in each case, in any 360-day period, (ii) the board of directors of Rivian shall have reasonably determined that, in order for such Registration Statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly or annual report under the Exchange Act, (iii) Rivian shall have a bona fide business purpose for not making such information public and (iv) Rivian shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Investor of Registrable Shares as soon as practicable after the commencement of each such suspension.
(d) All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to this Section 5.04, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for Rivian, and the reasonable fees and disbursements, not to exceed fifty thousand dollars ($50,000), of one counsel for the Investor, shall be borne and paid by Rivian; provided, however, that Rivian shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 5.04(a)(i) if the registration request is subsequently withdrawn at the request of the Investor (in which case the Investor shall bear such expenses pro rata based upon the number of Registrable Shares that were to be included in the withdrawn registration), unless the Investor agrees to forfeit their right to one registration pursuant to Section 5.04(a)(i); provided further that if, at the time of such withdrawal, the Investor shall have learned of a material adverse change in the condition, business, or prospects of Rivian from that known to the Investor at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Investor shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 5.04(a)(i). All Selling Expenses relating to Registrable Shares registered pursuant to this Section 5.04 shall be borne and paid by the Investor pro rata on the basis of the number of Registrable Shares registered on their behalf.
(e) Whenever required to effect any Demand Registration, Rivian shall, as expeditiously as reasonably possible, furnish, at the request of the Investor, on the date that the relevant Milestone Securities constituting Shares or Warrant Shares are delivered to the underwriter(s) for sale, if such Shares or Warrant Shares are being sold through underwriters, (i) an opinion and a “negative assurance letter”, each dated as of such date, of the counsel representing Rivian for the purposes of such Demand Registration, in form and substance as is customarily given to underwriters in an underwritten public offering addressed to the underwriters and (ii) “comfort” letters dated as of the closing date of the offering, from the independent certified public accountants of Rivian, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to the underwriters, addressed to the underwriters.
(f) The term “Registrable Shares” means (i) any Shares held by the Investor and (ii) any Shares issued as (or issuable upon the conversion or exercise of any warrant, right or other security, including the Warrant Shares, issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the securities referenced in clause (i) above; provided, however, that a security shall cease to be a Registrable Share upon the earlier to occur of: (i) a Registration Statement registering such Registrable Shares under the Securities Act having been declared or becoming effective and such Registrable Shares having been sold or otherwise transferred by the Investor to and in a manner contemplated by such Registration Statement, (ii) such Registrable Shares being sold pursuant to Rule 144 under circumstances in which any legend borne by such security relating to restrictions on transferability thereof, under the Security Act or otherwise, is removed by Rivian, (iii) the first date the Shares are eligible to be sold pursuant to Rule 144 without any limitation as to volume of sales or notice requirements under Rule 144; or (iv) such Registrable Shares cease to be outstanding following their issuance. Notwithstanding the foregoing, no Milestone Securities shall be Registrable Shares following the three-year anniversary of the date the applicable Registration Statement with respect to such Milestone Securities is declared effective.
(g) Whenever required under this Section 5.04 to effect the registration of any Registrable Securities, Rivian shall, as expeditiously as reasonably possible:
(i) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;
(ii) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the selling Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;
(iii) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that Rivian shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless Rivian is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;
(v) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by Rivian are then listed;
(vi) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(vii) promptly make available for inspection by the selling Holders, any managing underwriters(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter(s) or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of Rivian, and cause Rivian’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such selling Holder, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;
(viii) notify each selling Holder, promptly after Rivian receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and
(ix) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that Rivian amend or supplement such registration statement or prospectus.
(h) If any Registrable Shares are included in a Registration Statement under this Section 5.04:
(i) Rivian agrees to indemnify and reimburse and hold harmless, to the extent permitted by law, the Investor against all losses, claims, damages and liabilities caused by any untrue or alleged untrue statement of material fact contained in a Registration Statement in connection with a Demand Registration or prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or any other violation or breach of the Securities Act, the Exchange Act, or any state securities (“Damages”) by Rivian or any other person acting on its behalf, and shall reimburse the Investor for any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, provided, however, that the indemnity agreement contained in this Section 5.04(h)(i) shall not apply to amounts paid in any settlement of any claim or proceeding if such settlement is effected without the consent of Rivian, which consent shall not be unreasonably withheld, nor shall Rivian be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with information furnished in writing to Rivian by or on behalf of the Investor expressly for use in the Registration Statement.
(ii) The Investor agrees to indemnify and reimburse and hold harmless, to the extent permitted by law, Rivian against all Damages, to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of the Investor expressly for use in the Registration Statement, and the Investor will pay to Rivian any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result; provided, however, that the indemnity agreement contained in this Section 5.04(h)(ii) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; and, provided, further, that in no event shall the aggregate amounts payable by the Investor by way of indemnity or contribution under this Section 5.04(h)(ii) and Section 5.04(h)(iii) exceed the proceeds from the offering received by the Investor (net of any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Shares, and fees and disbursements of counsel for the Investor, except for any such fees and disbursements of counsel borne by Rivian paid by the Investor), except in the case of actual fraud or willful misconduct by the Investor.
(iii) Promptly after receipt by an indemnified party under this Section 5.04 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.04, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the applicable parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 5.04 solely to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5.04.
(iv) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 5.04 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 5.04 provides for indemnification in such case; or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 5.04, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) the Investor shall not be required to contribute any amount in excess of the aggregate public offering price of all such Registrable Shares offered and sold by the Investor pursuant to such Registration Statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to a contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided, further, that in no event shall the Investor’s liability pursuant to this Section 5.04, when combined with the amounts paid or payable by the Investor pursuant to Section 5.04(h)(ii), exceed the proceeds from the offering received by the Investor (net of any Selling Expenses paid by the Investor), except in the case of willful misconduct or actual fraud by the Investor.
(v) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.
(vi) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of Rivian and the Investor under this Section 5.04(e) shall survive the completion of any offering of Registrable Shares in a registration under this Section 5.04, and otherwise shall survive the termination of this Agreement.
Section 5.05 Requisite Stockholder Approval. Rivian shall use commercially reasonable efforts to hold a special stockholder meeting to obtain any Requisite Stockholder Approval with respect to the issuance of the Milestone Securities to the Investor.
Section 5.06 Removal of Legends.
(a) In connection with any sale, assignment, transfer or other disposition of the Milestone Securities by the Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable securities and upon compliance by the Investor with the requirements of this Agreement, if requested by the Investor by notice to Rivian, Rivian shall request its transfer agent to remove any restrictive legends related to the book entry account holding such securities and make a new, unlegended entry for such book entry securities sold or disposed of without restrictive legends as soon as reasonably practicable following any such request therefor from the Investor, provided that Rivian has timely received from the Investor customary representations and other documentation reasonably acceptable to Rivian in connection therewith. Rivian shall be responsible for the fees of its transfer agent and its legal counsel associated with such legend removal.
(b) Subject to receipt from the Investor by Rivian and its transfer agent of customary representations and other documentation reasonably acceptable to Rivian and its transfer agent in connection therewith, upon the earliest of such time as the Milestone Securities (i) have been registered under the Securities Act pursuant to an effective registration statement; (ii) have been sold pursuant to Rule 144, or (iii) are eligible for resale under Rule 144(b)(1) without the requirement for Rivian to be in compliance with the current public information requirements under Rule 144(c)(1) (or any successor provision), Rivian shall, in accordance with the provisions of this Section 5.06(b) and as soon as reasonably practicable following any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to its transfer agent irrevocable instructions that such transfer agent shall make a new, unlegended entry for such book entry securities, and (B) cause its counsel to deliver to its transfer agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by its transfer agent to effect the removal of the legend in accordance with the provisions of this Agreement.
Section 5.07 Notification of Stop Orders. In the event of any stop order or other suspension of effectiveness, Rivian shall use commercially reasonable efforts to obtain the withdrawal of any such order as soon as practicable and shall advise the Investor promptly (but in no event later than 24 hours) in writing of Rivian’s receipt of notice of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or prohibiting or suspending the use of any prospectus or prospectus supplement related to the Registrable Shares, or of Rivian’s receipt of any notification of the suspension of qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or contemplated initiation of any proceeding for such purpose.
Section 5.08 Cooperation. Rivian shall cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates or uncertificated shares representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends and representing such number of Shares and registered in such names as the holders of the Registrable Securities may reasonably request to the extent permitted by such Registration Statement or Rule 144 to effect sales of Registrable Securities; for the avoidance of doubt, Rivian may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System.
Section 5.09 Reservation of Common Stock. From and after the date of this Agreement, Rivian shall ensure it has reserved and kept available at all applicable times, free of preemptive rights, a sufficient number of Shares for the purpose of enabling Rivian to issue (i) Shares at any Milestone Closing and (ii) Warrant Shares upon the exercise of any outstanding Pre-Funded Warrant issued pursuant to this Agreement.
Section 5.10 Exercise Procedures. The form of Pre-Funded Warrants sets forth the totality of the procedures required of the Investors in order to exercise the Pre-Funded Warrants. No additional legal opinion, other information or instructions shall be required of the Investors to exercise their Pre-Funded Warrants. Without limiting the preceding sentences, no ink-original notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any notice of exercise form be required in order to exercise the Pre-Funded Warrants. Rivian shall honor exercises of the Pre-Funded Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Pre-Funded Warrants.
Article VI
TERMINATION
Section 6.01 Termination. This Agreement may be terminated:
(a) [***];
(b) by either Rivian or the Investor in the event that any Governmental Authority of competent jurisdiction in the United States shall have issued a Governmental Order that permanently enjoins the consummation of the transactions contemplated by this Agreement and such Governmental Order shall have become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 6.01(b) shall not be available to any Party whose action or failure to fulfill any obligation under this Agreement has been the cause of, or has resulted in, the issuance of such Governmental Order or other action;
(c) by Rivian if a breach of any covenant or agreement on the part of the Investor set forth in this Agreement (including an obligation to consummate any Milestone Closing) shall have occurred that would, if occurring or continuing on any Milestone Closing Date, cause the conditions set forth in Section 2.03 or Section 2.04 not to be satisfied, and such breach is not cured, or is incapable of being cured, within thirty (30) days (or, if earlier, the date of any termination or expiration of the Master Framework Agreement under its terms) of receipt of written notice by Rivian to the Investor of such breach; provided, that Rivian is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 2.03 or Section 2.05 not to be satisfied;
(d) by the Investor if a breach of Section 2.03 on the part of Rivian shall have occurred and such breach is not cured within thirty (30) days (or, if earlier, the date of any termination or expiration of the Master Framework Agreement under its terms) of receipt of written notice by the Investor to Rivian of such breach; provided, that the Investor is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 2.03 or Section 2.04 not to be satisfied;
(e) by the Investor upon the termination or expiration of the Master Framework Agreement under its terms;
(f) by Rivian upon the termination or expiration of the Master Framework Agreement under its terms; or
(g) by the written consent of Rivian and the Investor.
Section 6.02 Effect of Termination. In the event of termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and have no effect and there shall be no liability on the part of any Party or any of their respective Representatives; provided, that (a) Article I (Definitions), Section 2.07 (Use ofProceeds), Article V (Additional Agreements), this Section 6.02 (Effect of Termination) and Article VII (General Provisions) shall survive any termination, and (b) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement occurring prior to such termination.
Article VII
GENERALPROVISIONS
Section 7.01 Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and in English, and shall be conclusively deemed to have been duly given (a) when hand-delivered, upon delivery; (b) when sent by facsimile or electronic mail, upon receipt of confirmation of error-free transmission; or (c) two (2) Business Days after being deposited with an overnight courier service of recognized international standing, provided, that the sending party receives a confirmation of delivery from the delivery service provider. All notices or other communications required or permitted under this Agreement shall be in writing and mailed, emailed or delivered to each party at the addresses indicated below.
INVESTOR OR UNITED
SMB Holding Corporation
1725 3rd Street
San Francisco, California 94158
Attention: [***]
E-mail: [***]
and with a copy to (which shall not constitute notice):
Cooley LLP
3 Embarcadero Ctr 20th Floor
San Francisco, CA 94111
Attention: [***]
E-mail: [***]
RIVIAN
Rivian Automotive, Inc.
14600 Myford Road
Irvine, California 92606
Attention: [***]
Email: [***]
with a copy to (which shall not constitute notice):
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Attention: [***]
Email: [***]
Any such notice shall be deemed given on the date received, except any notice received after 5:30 p.m. (in the time zone of the receiving party) on a Business Day or received on a non-Business Day shall be deemed to have been received on the next Business Day. A party may add, delete or change the person or address to which notices should be sent at any time upon written notice delivered to the other Parties in accordance with this Section 7.01.
Section 7.02 Successors and Assigns. The rights and obligations of Rivian and the Investor under this Agreement will bind and benefit their respective successors and assigns. Neither this Agreement nor any rights, interests or obligations hereunder may be assigned or otherwise transferred by either Rivian or the Investor, by operation of law or otherwise, in whole or in part, without the other’s prior written consent. Notwithstanding the foregoing, no consent of Rivian is required for an assignment or transfer by the Investor of this Agreement or the Milestone Securities, in whole or in part, to (i) an Affiliate of the Investor, or (ii) a successor-in-interest of the Investor by reason of merger or consolidation or sale of all or substantially all of the assets of the Investor relating to the subject matter of this Agreement; provided, that following such transfer, the transferee shall be deemed “the Investor” for all purposes under this Agreement, including all rights and obligations associated therewith.
Section 7.03 Amendment. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in writing and signed by a duly authorized officer of each Party.
Section 7.04 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
Section 7.05 Entire Agreement. This Agreement, the Master Framework Agreement, the Confidentiality Agreement and any agreements referenced herein or therein constitute and contain the entire agreement between or among Rivian, the Investor and their respective Affiliates and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the Parties, whether written or oral, respecting the subject matter hereof.
Section 7.06 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law rules thereof that may direct the application of the laws of another jurisdiction.
Section 7.07 Dispute Resolution.
(a) Any Party alleging any controversy, claim or dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination (a “Dispute”) shall give written notice (a “Dispute Notice”) to the other Parties which includes information on (i) the substance of the Dispute, (ii) the dollar amount at issue, (iii) key areas of disagreement, and (iv) any applicable time sensitivities associated with resolving the Dispute. All applicable statutes of limitations with respect to such Dispute shall be tolled as of the date of the Dispute Notice and until the end of the applicable time period for resolving the Dispute as provided in Section 7.07(b).
(b) Upon receipt of the Dispute Notice, the Parties shall attempt to resolve such Dispute in good faith within thirty (30) days after receipt of the Dispute Notice. If so requested by one of the Parties, the Parties shall use reasonable best efforts to cause the each of their respective Chief Executive Officers to meet within ten (10) days after receipt of the Dispute Notice in furtherance of resolving the Dispute.
(c) Any Dispute not resolved as provided in Sections 7.07(a) and (b) above shall be submitted exclusively to final and binding arbitration in accordance with the Federal Arbitration Act, 9 U.S.C. § 1, et seq. Any such arbitration shall be confidential. The arbitration will be administered by JAMS in accordance with the Comprehensive Arbitration Rules and Procedures. The arbitrator will be selected by the Parties from the JAMS’ roster of dispute arbitrators. The arbitration will be conducted in San Francisco, California. Judgment on the arbitration award may be entered in any court having jurisdiction. The prevailing Party in any such arbitration shall be entitled to its reasonable attorneys' fees, costs, and arbitration expenses, incurred in the arbitration proceeding as well as any court proceedings to confirm the arbitration award. A Party seeking in court to compel arbitration pursuant to this provision and that succeeds in compelling arbitration shall be entitled to its attorneys' fees and costs incurred in connection with such court proceedings. Notwithstanding the foregoing, nothing herein shall prevent a Party from seeking injunctive relief in any court having jurisdiction in order to protect such Party’s Intellectual Property Rights or confidential information.
Section 7.08 Waiver of Jury Trial. THE PARTIES WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, OR THE MATTERS COVERED BY THIS AGREEMENT AND HEREBY AGREE THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THEY WOULD NOT ENTER INTO THIS AGREEMENT IF THIS SECTION WERE NOT PART OF THIS AGREEMENT.
Section 7.09 Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the Parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or equity without the necessity of demonstrating the inadequacy of monetary damages.
Section 7.10 Attorneys’ Fees. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party reasonable fees and expenses of attorneys and accountants, which shall include all fees, costs and expenses of appeals.
Section 7.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Section 7.12 Expenses. Rivian and the Investor are each liable for, and will pay, their own expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, including attorneys’ and consultants’ fees and expenses in connection with the foregoing.
Section 7.13 Public Announcements. None of the Parties shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Parties, unless such press release or public announcement is required by Law or applicable stock exchange regulation, in which case the Parties shall, to the extent practicable, consult with each other as to the timing and contents of any such press release, public announcement or communication; provided, however, that the prior written consent of the other Parties shall not be required hereunder with respect to any press release, public announcement or communication that is substantially similar to a press release, public announcement or communication previously issued with the prior written consent of such other Parties; provided further, however that any public announcement regarding the achievement of any Milestone shall be deemed to be substantially different from all prior press releases, public announcements or communications previously issued.
Section 7.14 Waiver. Any Party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties of the other Parties contained herein or in any document delivered by the other Parties pursuant to this Agreement, or (c) waive compliance with any of the agreements of the other Parties or conditions to such obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any other right hereunder. Any waiver of any term or condition hereof shall not be construed as a waiver of any subsequent breach or as a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement.
Section 7.15 No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of, and be enforceable by, only the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to, or shall confer upon, any other Person any right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.
Section 7.16 Other Payment Terms.
(a) Except as otherwise provided herein, all payments made pursuant to this Agreement shall be made by wire transfer in immediately available funds in U.S. dollars without any setoff, deduction or counterclaim whatsoever, including with respect to payments due pursuant to this Agreement or any other agreement among the Parties.
(b) United shall cause the Investor to make (and shall make available or cause to be made available to the Investor the amounts necessary to make) the payments required by the Investor under Section 2.04(b) or otherwise under this Agreement. United hereby represents and warrants to Rivian as follows: (a) United has all necessary corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery by United of this Agreement and the performance by United of its obligations hereunder have been duly authorized by all requisite action on the part of United, and (c) this Agreement has been duly executed and delivered by United and (assuming due authorization, execution and delivery by the other Parties) constitutes a legal, valid and binding obligation of United enforceable against United in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).
Section 7.17 [***]
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed as of the date first written above by its respective officers thereunto duly authorized.
| RIVIAN AUTOMOTIVE, INC. | ||
|---|---|---|
| By: | /s<br> Claire McDonough | |
| Name: | Claire McDonough | |
| Title: | Chief Financial Officer |
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed as of the date first written above by its respective officers thereunto duly authorized.
| SMB HOLDING CORPORATION | ||
|---|---|---|
| By: | /s/<br> Brian Kuntz | |
| Name: | Brian Kuntz | |
| Title: | President |
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed as of the date first written above by its respective officers thereunto duly authorized.
SOLELY FOR PURPOSES OF ARTICLE I AND ARTICLE VII HEREOF:
| UBER TECHNOLOGIES, INC. | ||
|---|---|---|
| By: | /s/<br> Sarfraz Maredia | |
| Name: | Sarfraz Maredia | |
| Title: | Head of Autonomous Mobility &<br> Delivery |
Exhibit 10.2
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Suchexcluded information is not material and is the type that the Registrant treats as private or confidential.
Master Framework Agreement
This Master Framework Agreement (this “Agreement”) is entered into as of March 18, 2026 (“EffectiveDate”) among (i) Uber Technologies, Inc. a Delaware corporation, with its principal place of business at 1725 3rd Street, San Francisco, California 94158 (“Uber”), on the one hand, and (ii) Rivian, LLC, a Delaware limited liability company, with its principal place of business at 14600 Myford Road, Irvine, California 92606 (“Company”) and, solely for purposes of Section 1 and Section 15 hereof, Rivian Automotive, Inc., a Delaware corporation (“CompanyParent”), on the other hand. Company, Uber and, for purposes of Section 1 and Section 15 hereof, Company Parent, are each a “Party” and together the “Parties.”
Recitals
WHEREAS, Company, through itself or its Affiliates, intends to develop hardware and software to enable [***] (the “ADS System”), and certain technology that will permit Company Vehicles (as defined below) and potentially third-party purchasers, lessees or operators of the Company Vehicles, to integrate with and operate on robotaxi, ridehailing, and on-demand restaurant and grocery delivery Networks (the “IntegrationSoftware”);
WHEREAS, Company and its Affiliates intend to be a supplier of Autonomous Vehicles that are Company’s R2 model vehicle (“R2”) (or other Company vehicle models as may be mutually agreed to by the Parties in writing as contemplated in Section 3.2.1) equipped with the Level 4 ADS System (“Company Vehicles”) and which may involve the use of Autonomous Vehicle In-Person Operators or Autonomous Vehicle Remote Operators (each as defined below);
WHEREAS, Uber (i) owns and operates [***] (the “Uber Service”) [***], and (ii) is developing [***] (such platform and resources, together with the Uber Service, the “Uber Platform”);
WHEREAS, the Parties share the goal of adding to the supply of affordable and reliable options for ridehailing and seek to deploy and scale a fleet of Company Vehicles completing requests for Uber Users through the Uber Platform;
WHEREAS, Company and Uber will enter into, among other agreements, (i) a Vehicle Production Agreement that governs, among other things, the design, development, and manufacture of Company Vehicles (the “Vehicle Production Agreement”), (ii) a Vehicle Purchase Agreement(s) that governs, among other things, Uber’s purchase of Company Vehicles (“Vehicle Purchase Agreements”), and (iii) an Aftermarket Services Agreement that governs, among other things, Company’s provision of post-sale warranty services, including Company Vehicle parts supply, and aftermarket support for Company Vehicles;
WHEREAS, the Parties desire to collaborate on an integration to allow for the deployment of the Company Vehicles on the Uber Platform in multiple, global markets (each deployment, a “Deployment”);
NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
**1.**DEFINITIONS
Unless this Agreement expressly provides to the contrary, the following terms have the respective meanings set forth below:
1.1“Affiliate” means, as to a Person, any legal entity that directly or through one or more intermediaries Controls, is Controlled by, or is under common Control with that Person, while “Control” (including, with correlative meaning, the terms “Controlled”, “Controlled by” and “under common Control with”) means the possession, directly or indirectly through one or more intermediaries of the power to direct or cause the direction of the management or policies of any person (and for the purposes of this Agreement, including but without limitation, an interest in shares in the capital of a company conferring in the aggregate 50% or more of the total voting rights conferred by all the issued shares in the capital of that company shall be deemed to confer Control of that company). [***].
1.2“AftermarketServices Agreement” has the meaning in the Vehicle Production Agreement.
1.3“ApplicableLaw” means all applicable national, federal, state and local laws, statutes, regulations, rules, orders, court rulings, administrative pronouncements, supervisory pronouncements, supervisory requirements, directives, circulars, opinions, interpretive letters, and any other official and legally binding release of any applicable governmental authority.
1.4“AutonomousMobility & Delivery API” or “AM&D API” means one or more application programming interfaces made available by Uber for onboarding and integrating Company Vehicles onto the Uber Platform.
1.5“AutonomousVehicle” or “AV” means any vehicle equipped with a combination of both hardware and software that has the capability of performing the dynamic driving task without the active physical control or monitoring of a natural person. For the purposes of this contract an “autonomous vehicle” meets the definition of level 4 or 5 of the SAE International’s Taxonomy and Definitions for Terms Related to Driving Automation Systems for On-Road Motor Vehicles, Standard J3016; provided, for the avoidance of doubt, Company is not obligated to provide L5 autonomous driving technology under this Agreement.
1.6**“AutonomousVehicle In-Person Operator”** means any individual employed or contracted by Company or Uber, as applicable, directly or indirectly through a Third Party, to occupy and monitor or operate the Deployed Company Vehicles while such Company Vehicles are in motion, and for avoidance of doubt shall exclude Autonomous Vehicle Remote Operators.
1.7**“AutonomousVehicle Remote Operator”** means any individual employed or contracted by Uber, directly or indirectly through a Third Party, to monitor or operate the Deployed Company Vehicles remotely while such Company Vehicles are in motion, and for avoidance of doubt shall exclude Autonomous Vehicle In-Person Operators.
1.8**“BaseVehicle Data**” means all data [***].
1.9“BusinessDay” means a day other than a Saturday, Sunday, bank holiday, or other public holiday in California.
1.10**“Changeof Control**” means any transaction, or series of related transactions, in which: (i) immediately prior to such transaction or series of related transactions, a Third Party or group of Third Parties that did not previously Control a Person subsequently obtains Control of such Person by any means, including by operation of law, stock purchase or sale, merger, or other form of corporate transaction; or (ii) all or substantially all of the assets of a Person are sold or transferred (whether directly or indirectly, including by unlimited exclusive license) to any Third Party.
1.11“CompanyProprietary Service” means any robotaxi, ridehailing, or on-demand restaurant or grocery delivery Network that is operated by Company (not in partnership with any Uber Direct Competitor) that [***].
1.12“CompanyRobotaxi” means a Company Vehicle enabled to operate at Level 4 autonomy that is equipped with robotaxi modifications (including Robotaxi Upfits) that make the Company Vehicle suitable for deployment on a mobility or delivery Network.
1.13“Consumer” means [***].
1.14**“Delivery”**or “Deliveries” means (i) the transfer of goods from one place or person to another using the Uber Service, the Uber Platform, or their mobile or integrated applications, (ii) such goods themselves, or (iii) both, as the context may require.
1.15**“DeliveryRecipient”** means a Person who requests or receives Deliveries, including those who receive Deliveries requested by another Person.
1.16“DeployedCompany Vehicle” means a Company Vehicle that the Company or one of its Affiliates has supplied under a Deployment Plan to be operated and deployed on the Uber Platform or otherwise as set forth in the applicable Deployment Plan for so long as it remains so operated and deployed.
1.17“EssentialElements” of an IPR means those elements of an IPR that represent the primary protectable features of that IPR (such as the “inventive concept,” “gist,” or “heart” of a patented invention).
1.18“ExclusivityPeriod” means the [***].
1.19“FleetOperations Support” means Company Fleet Operations Support or Uber Fleet Operations Support, as applicable.
1.20“GovernmentOfficial” means any director, officer, employee or anyone else acting in any official, legislative, administrative, judicial or representative capacity, on behalf of any government or any department, agency or body thereof, and/or of any government-owned or controlled company, and/or of any public international organization; any political party, political party officials, or candidates for political office; and any close family member of any of the foregoing.
1.21“IntellectualProperty Rights” or “IPR” means all legal rights in intellectual property, other than Specified Data and Marks, throughout the world, whether existing under intellectual property, unfair competition or trade secret laws, or under statute or at common law or equity, including rights in: (i) copyrights, trade secrets, patents, Technology, “moral rights,” mask works, rights of personality, publicity or privacy, and any other intellectual property and proprietary rights; (ii) any registration, application or right to apply for any of the rights referred to in this clause; and (iii) any and all renewals, extensions and restorations thereof, now or hereafter in force and effect.
1.22“InvestmentMilestones” means those milestones defined and described in the Subscription Agreement by and among Rivian Automotive, Inc., SMB Holding Corporation and Uber (“Subscription Agreement”). Each numbered Investment Milestone corresponds to the numbered milestones provided for in the Subscription Agreement.
1.23“Level4” or “L4” means the same as and is coterminous with the [***].
1.24**“Market**” means [***].
1.25**“MarketROFL Period”** means [***].
1.26**“Merchant”** means a Person engaged in the making, transporting, or selling of goods, including but not limited to shippers, restaurants, retailers, grocery stores and similar Persons, whose goods are the subject of requests for Delivery from one location to another using the Uber Service or the Uber Platform.
1.27[***].
1.28“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, organization, trust, governmental authority, or any other entity or organization of any kind.
1.29“Phase2 Nullification Event” has the meaning in the Vehicle Production Agreement.
1.30“Phase2 Pricing Deadline” has the meaning in the Vehicle Production Agreement.
1.31**“Ride(s)”** means ridehailing or peer-to-peer transportation service provided to Uber Users.
1.32**“Rider”** means individuals who request or receive transportation using the Uber Service or the Uber Platform, including those who receive transportation requested by another individual.
1.33“RobotaxiUpfit” has the meaning in the Vehicle Production Agreement.
1.34“ROFL” means right of first launch.
1.35“SpecifiedData” means all data, records or information that is provided, transferred or made available by one Party to the other Party, in each case, that is specifically set forth in a Deployment Plan (as defined in Section 3.1.2).
1.36“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, a majority of the partnership, membership or other similar equity interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. [***].
1.37“Technology” means works of authorship, computer programs, source code and executable code, user interfaces, application programming interfaces, protocols, architectures, documentation, annotations, comments, designs, files, records, schematics, test methodologies, test vectors, inventions (whether or not patentable), invention disclosures, discoveries, improvements, technology, proprietary and confidential ideas and information, know-how and information maintained as trade secrets, tools, concepts, techniques, methods, processes, formulae, patterns, algorithms and specifications, and any and all instantiations or embodiments of the foregoing in any form and embodied in any media existing, but excluding, for the avoidance of doubt, Base Vehicle Data, Specified Data, Uber Platform Data, and Vehicle Sensor Data.
1.38“ThirdAmended Standing General Order” means the Third Amended Standard General Order 2021-01, as issued by the United States Department of Transportation National Highway Traffic Safety Administration.
1.39“ThirdParty” means a Person other than Uber, Company, or any of either Party’s Affiliates.
1.40“ThirdParty Operations Partner” or “TPOP” means an operating partner of a Person that may purchase, lease, or otherwise gain access to Autonomous Vehicles (including Deployed Company Vehicles) and/or provide Fleet Operations Support and other field operations support services to or for such Person.
1.41“UberDirect Competitor” means any Person, or Subsidiary of a Person, that (i) is primarily engaged in the business of [***]; or (ii) [***].
1.42“UberPlatform Data” means all data [***].
1.43An “Uber Trip” begins at the time that a Deployed Company Vehicle (i) [***].
1.44**“UberTrip Data”** means [***] in each case to the extent permitted by applicable law, [***].
1.45**“UberUser”** means Riders, Delivery Recipients, Merchants, or other Persons that request, book, reserve, or receive services, in each case utilizing the Uber Service or Uber Platform, including those who receive transportation requested by another individual.
1.46**“VehicleOccupant Data”** means all data collected [***].
1.47“VehiclePrecise Geolocation Data” means any data that could be used to locate a Company Vehicle within a circle with a radius of [***] feet.
1.48**“VehicleSensor Data”** means all data collected by or from [***].
| 2. | NATURE OF THE RELATIONSHIP |
|---|
2.1Relationship between the Parties. The relationship of the Parties hereunder is that of independent business enterprises, each of which operates a separate and distinct business enterprise that provides a service outside the usual course of business of the other, and this Agreement will not be construed to imply that either Party is the agent, employee, or joint venturer of the other, nor shall either Party have the right to direct or control the operations of the other. Neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
2.2Relationship between Parties and Autonomous Vehicle Operators.
2.2.1[***].
2.2.2[***].
2.2.3[***].
2.3Non-exclusivity. Except as set forth in Section 3.10, nothing in this Agreement shall be construed as limiting the right of either Party to collaborate or pursue any business opportunity with, or provide goods or services to, any Third Party (including any such collaboration or opportunity relating to the subject matter hereof), provided that such Party does not breach its confidentiality or other obligations under, and otherwise complies with the terms and conditions of, this Agreement. Notwithstanding the foregoing, [***].
2.4Independent Development. Each Party understands that each Party may currently or in the future be developing Technology or data internally that may be similar to the other Party’s, or integrating with Technology or data or receiving Technology or data from Third Parties that may be similar to the other Party’s. Accordingly, nothing in this Agreement will impair a Party’s right to acquire, license, develop for itself, or have others develop for it, similar Technology or data that performs the same or similar functions as the Technology contemplated by this Agreement, and neither Party shall use this relationship or the activities conducted under this Agreement as a basis for restricting the other Party from pursuing such independent development, provided, however, the foregoing does not constitute any license or other authorization to exploit a Party’s IPR, whether express, implied or by estoppel, or otherwise.
2.5Company Proprietary Service.
2.5.1To the extent not otherwise required of Company under this Agreement or the Vehicle Production Agreement, [***].
2.5.2[***].
2.5.3[***].
| 3. | DEPLOYMENTS |
|---|
3.1Deployment Plans.
3.1.1Deployment Phases. “Deployment Phases” under this Agreement are hereby defined as follows:
| 3.1.1.1 | [***]. |
|---|---|
| 3.1.1.2 | [***]. |
| --- | --- |
| 3.1.1.3 | [***]. |
| --- | --- |
| 3.1.1.4 | [***]. |
| --- | --- |
| 3.1.1.5 | [***]. |
| --- | --- |
| 3.1.1.6 | [***]. |
| --- | --- |
3.1.2During the Term (as defined in Section 14.1), the Parties will negotiate in good faith and enter into one or more duly executed project plan(s) for the Deployment(s) (each, a “Deployment Plan”), pursuant to which Company will make Company Vehicles available to be operated and deployed on the Uber Platform in a Market, Markets, or other location(s). [***] Company and/or Uber may enter into a Deployment Plan directly or indirectly through one of their respective local Affiliates as alternative signatory(ies), being Delegate(s) hereunder, which Affiliate(s) will additionally be deemed Company and/or Uber (as applicable) and Party(ies) for the purposes of such Deployment Plan; provided that, without limiting the generality of Section 15.9, Company and Uber remain liable as guarantors for their respective local Affiliates acting in such capacity as if a direct signatory thereto. Each Deployment Plan, upon its full execution, will be incorporated as a part of this Agreement and deemed attached hereto as an Attachment under Exhibit C - Deployment Plans. Each Party shall perform its respective obligations set forth in each Deployment Plan on the timelines and with the deliverables set forth therein. Each Party shall perform its obligations and other activities under the specific Deployment Plan as outlined therein and cooperate with the other Party in the performance of the other Party’s obligations reasonably and in good faith. Each Deployment Plan and this Agreement shall be read together, and in the event of any conflicting provisions, the provisions in the Deployment Plan shall govern and control.
3.1.3Subject to Section 3.1.2, each Deployment Plan is expected to include, among additional terms, the following (which may be included in the body of the Deployment Plan or in an exhibit or attachment thereto):
| 3.1.3.1 | Market, Markets, or location(s) for operation; |
|---|---|
| 3.1.3.2 | Ownership and/or leasing of Deployed Company Vehicles; |
| --- | --- |
| 3.1.3.3 | Deployment-specific responsibilities and any core functionality; |
| --- | --- |
| 3.1.3.4 | [***]; |
| --- | --- |
| 3.1.3.5 | Any applicable API licenses or terms that are in addition to the AM&D API Terms of Use; |
| --- | --- |
| 3.1.3.6 | Any Deployment-specific technical functionality, or service level agreements associated with technical<br>implementation or integration; |
| --- | --- |
| 3.1.3.7 | Pricing, in accordance with Section 3.2; |
| --- | --- |
| 3.1.3.8 | Performance levels Company will be expected to meet or exceed, in accordance with Section 3.3 |
| --- | --- |
| 3.1.3.9 | Any applicable vehicle testing and trip addressability validation; |
| --- | --- |
| 3.1.3.10 | Safety standards, in accordance with Section 4.4; |
| --- | --- |
| 3.1.3.11 | Deployment-specific data terms, including sharing and handling, in accordance with Section 6; |
| --- | --- |
| 3.1.3.12 | Any branding or marketing, in accordance with Section 8. |
| --- | --- |
| 3.1.3.13 | Any Deployment-specific requirements for Uber User support, in accordance with Section 5; |
| --- | --- |
| 3.1.3.14 | Any publicity by the Parties associated with this Agreement contemplated during the Deployment Plan, in<br>accordance with Section 15.2; |
| --- | --- |
| 3.1.3.15 | [***]; |
| --- | --- |
| 3.1.3.16 | Incident response plan; and |
| --- | --- |
| 3.1.3.17 | “Delivery Locations” (as that term is defined in the Vehicle Production Agreement). |
| --- | --- |
3.1.4Cost and Expense. Each Party shall, at its sole cost and expense unless otherwise expressly agreed to in this Agreement or the applicable Deployment Plan, perform its respective roles, responsibilities and obligations set forth in each Deployment Plan, on the timelines and with the deliverables set forth therein. Except as expressly set forth herein or otherwise agreed in writing by the Parties, neither Party shall have any obligation to reimburse the other Party for any costs or expenses incurred by the other Party in connection with the foregoing. Without limiting the foregoing, (i) the Parties acknowledge and agree that Uber shall [***], except as may be mutually agreed by the Parties in writing or otherwise expressly set forth in an applicable Deployment Plan; provided, that, notwithstanding the foregoing, Uber will [***], and (ii) each Party hereto shall be responsible for any and all taxes levied as a result of the performance of such Party’s respective activities under this Agreement or any Deployment Plan implemented hereunder.
3.2Pricing and Payment. Except as otherwise provided in an applicable Deployment Plan, Vehicle Purchase Agreement, or other written agreement between the Parties, Company’s sole compensation for the activities associated with this Agreement and individual Deployment Plans, including for Rides and/or Delivery services performed by Deployed Company Vehicles, shall be as set forth herein:
3.2.1Company Vehicles Purchased by Uber. Pricing and payment to Company for Rides and/or Delivery services performed by Deployed Company Vehicles owned by Uber or its TPOP will be as set forth in the master fee schedule set out in Exhibit F - Master Fee Schedule and otherwise as set forth in the applicable Deployment Plans, and if applicable, any “Fare Addendum” appended thereto. Notwithstanding anything to the contrary herein, [***]. The purchase of, and pricing for, any vehicles other than those set forth in the foregoing sentence will be subject to separate terms mutually agreed to by the Parties. The purchase of, and pricing for, any vehicles other than those set forth in the foregoing sentence will be subject to separate terms mutually agreed to by the Parties.
3.2.2Pricing MFN. With respect to the first [***] Company Robotaxis purchased by Uber or its TPOPs pursuant to Section 3.2.1, Company will provide Uber the benefit of [***].
3.2.3Uber User Pricing. Uber is solely responsible for determining the pricing to Uber Users for all of its products and services, and such pricing shall at all times remain in Uber’s sole discretion. For the avoidance of doubt, the pricing described elsewhere in this Section 3.2 pertains to the pricing and rate Company will receive for the Deployed Company Vehicles and related services; it does not pertain to, nor shall it govern, prices paid by Uber Users for products and services.
3.3Performance Levels. The Parties will mutually agree on the performance levels Company and Uber will be expected to meet or exceed in each Deployment Plan, which may be updated from time to time by mutual written agreement.
3.4Supply Availability and Offering Quality.
3.4.1Company’s conduct with respect to Deployments on the Uber Platform (including with respect to the operation, availability, maintenance, quality and functionality of Company’s infrastructure, network, support, insurance, safety, customer inquiries and other operational responsibilities, as well as the operation, availability, maintenance, quality, and functionality of the ADS System and Integration Software, and Deployment) will comply with the requirements set forth in the applicable Deployment Plans [***].
3.4.2[***].
3.4.3Uber will ensure that the quality of Uber’s network infrastructure and user support as related to Company Vehicle deployments on the Uber Platform is consistent with and maintained at a level no less favorable than the standards and level of skills, quality, and care with which Uber conducts commercial deployments with any other AV partner on the Uber Platform.
3.5Policy and Government Engagement.
3.5.1The Parties will maintain separate and independent relationships with relevant federal, state, and local government agencies (or their equivalents, in the relevant country).
3.5.2As defined in, and subject to, any Deployment Plan, the Parties will use commercially reasonable efforts to work together to identify productive opportunities for engagement with external stakeholders, including governmental authorities. The Parties will work together to develop a strategy to execute such engagement opportunities as appropriate and feasible. The Parties will also provide to each other information reasonably necessary to support discussions with government agencies related to a Deployment or for compliance with regulatory obligations and reporting requirements pertaining to a Deployment. In furtherance of Company’s obligations under Section 4.1, Uber will collaborate with Company to support Company’s procurement of all necessary operational permits and licenses for Deployed Company Vehicles required under Section 4.1.
3.6Local Requirements. Following the execution of this Agreement and/or applicable Deployment Plans, as reasonably requested by either Party, the Parties will work together in good faith to negotiate and enter into one or more mutually acceptable amendments or agreements between Company and Uber and/or their applicable Affiliates incorporating the principles set forth herein and applicable Deployment Plans: (i) to give effect to the other Party’s intercompany tax, operational, payment, commercial and other internal corporate arrangements or requirements, and (ii) to comply with or adapt to Applicable Laws, including those pertaining to export controls, trade sanctions, privacy, data security and intellectual property protection; in each case as they may be applicable to the locations encompassed by or jurisdictions within particular Deployment Plans (each a “Local Addendum”), including alternatives to the Company Safety Plan AM&D API Terms of Use, and Data Processing Agreement. The Parties acknowledge that roles and responsibilities may vary across locations and jurisdictions and the Local Addenda will further define them and may contain other customary terms and conditions, including representations and warranties, indemnities and other similar terms.
3.7[***].
3.8Vehicle Platform, Design, and Development. In support of the Parties’ plans to negotiate for additional deployments and Markets throughout the Term, Company agrees to the following:
3.8.1Company will reasonably consult and keep Uber informed of major updates (including any plans and roadmaps) to the Level 4 autonomy software development, hardware platforms and manufacturing schedule relating to Company Vehicles [***]. In addition, Uber will have the opportunity to provide feedback and feature requests for future versions of Company Vehicles and Company will consider such feedback [***], with respect to the development of Company Vehicles intended for use on the Uber Platform.
3.8.2Company will use commercially reasonable efforts to ensure that Company Vehicles sold or leased to Uber and/or its TPOP during the Term following completion of Investment Milestone 4 are capable of being deployed and homologated or otherwise substantially capable of importation and use in their respective Markets; provided, that, unless otherwise agreed by Company in a Deployment Plan in connection with deploying in a particular Market, Company will not be required to ensure a Company Vehicle meet homologation requirements that are substantially more onerous compared to those in the [***] markets.
3.9Technical Integration. The Parties will work together in good faith to complete all technical integration work necessary to allow for the deployment of Company Vehicles on the Uber Platform, and to manage implementation of the ADS System and Integration Software interfaces necessary for deployment (e.g., dispatch API).
3.10Uber Exclusivity on Company Vehicles; Market ROFL.
3.10.1Company will not, and will cause its Affiliates not to, intentionally sell, or intentionally authorize Third Parties to sell, Company Robotaxis or other Company Vehicles enabled with Company’s L4 ADS System to any Uber Direct Competitor from the Effective Date until expiration of the Exclusivity Period.
3.10.2Company hereby grants, and shall cause its Affiliates to hereby grant, Uber the first right to launch Company Robotaxis in any new robotaxi deployment Market before Company or any Affiliate thereof can launch Company Robotaxis with any Uber Direct Competitor. This first right to launch shall be in effect from [***].
3.10.3If the Parties determine to launch a deployment of Company Vehicles on the Uber Platform in a particular Market [***] Uber shall have [***] of early access in that Market, commencing [***].
To facilitate timely deployment of Company Vehicles to a Market after it has become a Qualified Market, Uber shall have the right [***] .
For the avoidance of doubt, [***], subject to conditions set forth in Section 3.10.2.
3.10.4This Section 3 (including Sections 3.2.2, 3.10 and 3.11.1) and Section 2.5.1 (except with respect to exclusions in Sections 3.10.4.1 and 3.10.4.2) shall not apply to:
| 3.10.4.1 | [***]. |
|---|---|
| 3.10.4.2 | [***]. |
| --- | --- |
| 3.10.4.2.1 [***]. | |
| --- | |
| 3.10.4.3 | [***]. |
| --- | --- |
| 3.10.4.4 | [***]. |
| --- | --- |
| 3.10.4.5 | [***]. |
| --- | --- |
| 3.10.4.6 | [***]. |
| --- | --- |
3.11Company Vehicle Access and Volume Guarantees
3.11.1Vehicle Access. Company hereby grants Uber the right to purchase (or designate its TPOPs to purchase) [***] Company Robotaxis produced by Company [***].
3.11.2Volume Guarantees. After Company’s satisfaction of [***] and subject to the conditions set forth in Section 3.11.4, Uber will purchase up to [***] Company Vehicles by the end of [***] (“R2 Purchase Guarantee”). After Company’s satisfaction of [***] and subject to the conditions set forth in this Section 3.11.2 and in Sections 3.11.3-4, Uber will purchase an additional fifty thousand (50,000) Company Robotaxis according to the schedule set forth herein (“Robotaxi Purchase Guarantee,” and with the R2 Purchase Guarantee, the “Volume Guarantee”). The Robotaxi Purchase Guarantee shall consist of a “Phase 1 Robotaxi Purchase Guarantee” and a “Phase 2 RobotaxiPurchase Guarantee.”
| 3.11.2.1 | Phase 1 Robotaxi Purchase Guarantee. The R2 Purchase Guarantee vehicles shall consist of R2s equipped<br>with a hardware suite and ADS System that is L4 capable, such that the vehicles may be converted to Company Robotaxis once applicable.<br>The Robotaxi Purchase Guarantee vehicles shall consist of Company Robotaxis. Uber will be required<br>to purchase ten thousand (10,000) Company Robotaxis over the course [***] (“Phase 1”) in order for Uber to satisfy<br>the Phase 1 Robotaxi Purchase Guarantee. |
|---|
[***].
| 3.11.2.2 | Phase 2 Robotaxi Purchase Guarantee. The Parties will mutually agree on minimum purchase<br> volumes of no less than forty thousand (40,000) Company Robotaxis (subject to, for the avoidance of doubt, the Parties agreeing to<br> Phase 2 pricing before the Phase 2 Pricing Deadline to avoid a Phase 2 Nullification Event) that Uber will be required to purchase<br> after completion of Phase 1 (“Phase 2”) in order for Uber to satisfy the Phase 2 Robotaxi Purchase Guarantee. It<br> is the expectation of the Parties that Uber will purchase a minimum of [***] Robotaxi Purchase Guarantee vehicles per year (each<br> year, a “Phase 2 Guarantee Period”) [***] to satisfy the Phase 2 Robotaxi Purchase Guarantee and the overall<br> Robotaxi Purchase Guarantee. |
|---|---|
| 3.11.2.3 | Ramp up and Early Purchases. A ramp up period may be determined by mutual agreement of the Parties.<br>In the event that Uber, for example, purchases more than [***] Company Vehicles in Phase 1 or more than [***] Company Vehicles in a year<br>in Phase 2, all such purchases shall reduce the cumulative commitment under the Robotaxi Purchase Guarantee that would otherwise be owed<br>in future years by reducing annual purchase requirements in chronological order, provided that the aggregate Volume Guarantee will not<br>fall below the agreed-upon Robotaxi Purchase Guarantee. In the event Uber is unable to meet the Volume Guarantee due to causes within<br>Company’s reasonable remit (including but not limited to regulatory delays, Company manufacturing or supply chain disruptions, or<br>unforeseen safety or compliance-related issues), the Parties agree to discuss in good faith potential options for a reasonable extension,<br>deferral, or modification of the purchase schedule. If mutually agreed, any such agreement must be recorded in writing and approved through<br>Steering Committee governance procedures. |
| --- | --- |
3.11.3Robotaxi Purchase Guarantee Procedure.
| 3.11.3.1 | [***]. |
|---|---|
| 3.11.3.2 | [***]. |
| --- | --- |
3.11.3.2.1 [***].
3.11.3.2.2 [***].
3.11.3.2.3 [***].
3.11.4Volume Guarantee Exceptions. Uber’s Volume Guarantee is subject to the conditions set forth below in this Section 3.11.4 (each of Sections 3.11.4.1 through 3.11.4.7, a “Volume Guarantee Exception”). Each Volume Guarantee Exception shall be assessed for a given Forecast Window at such time [***]. If mutually agreed, any agreement between the Parties to alter or waive an exception under this Section 3.11.4 must be recorded in writing and approved through Steering Committee governance procedures.
| 3.11.4.1 | [***]. |
|---|---|
| 3.11.4.2 | [***]. |
| --- | --- |
3.11.4.2.1.1 [***].
| 3.11.4.3 | [***]. |
|---|---|
| 3.11.4.4 | [***]. |
| --- | --- |
| 3.11.4.5 | [***]. |
| --- | --- |
3.11.4.5.1 [***].
3.11.4.5.2 [***].
3.11.4.5.3 [***].
3.11.4.5.4 [***].
| 3.11.4.6 | [***]. |
|---|---|
| 3.11.4.7 | [***]. |
| --- | --- |
3.12Phase 2 Nullification Event. In the event of a Phase 2 Nullification Event:
3.12.1[***].
3.12.2[***].
3.12.3[***].
3.12.4[***].
| 4. | COMPANY OBLIGATIONS |
|---|
4.1Regulatory Responsibilities; Compliance. Company will be responsible for: (i) obtaining all necessary licenses, permits, and government approvals for the manufacture and to enable the operation of its ADS System and Integration Software in connection with the Deployed Company Vehicles under the Agreement within the Markets set forth in the active Deployment Plans, to the extent licenses, permits, and approvals are available for L4 under Applicable Law; (ii) maintaining ongoing compliance with all Applicable Laws applicable to Company’s manufacturing or development of an ADS System; (iii) complying with any applicable reporting obligations to which Company is subject in connection with its obligations under (i) and (ii) with respect to such Deployed Company Vehicles, the ADS System, and the Integration Software; (iv) ensuring that Deployed Company Vehicles sold or leased to Uber or its Third Party Operations Partner meet the regulatory requirements necessary for their sale; and (v) upon reasonable request, providing Uber with evidence thereof. Notwithstanding the foregoing, Uber will collaborate with Company to support Company in the regulatory clearance and approval process. Company will support necessary and timely engagement with relevant regulatory authorities to ensure continuous business operations. The Parties agree and acknowledge that the Company’s regulatory responsibilities as set forth above may vary based on the relevant phase of Company’s development or as it relates to its role or the geographic location set forth in a given Deployment; any such variation shall be accounted for in the applicable Deployment Plan(s).
4.2Compliance. Company shall bear all responsibility for its compliance with all Applicable Law in the performance of its obligations under the Agreement, including those governing autonomous vehicles and ADS System equipment, or the design, manufacturing or operation thereof, including government reporting obligations relating to the same, in each case with respect to any Company Vehicle.
4.2.1If Applicable Laws change or new Applicable Laws are enacted at any time during the term of the Agreement such that Company’s regulatory approvals to operate in any area governed by an active Deployment Plan materially and adversely change (collectively, such occurrence a “Change in Applicable Company Law”), or if Company’s regulatory approvals to operate are revoked or suspended by a regulator in any operating area, including those applicable to the operation of Company Vehicles in conjunction with Uber’s or a Third Party’s logistics, ridehailing, or delivery Network (a “Company Regulatory Revocation”), Company will (i) notify Uber promptly for Deployed Company Vehicles and otherwise within [***] of becoming aware of such change or revocation, and (ii) use commercially reasonable efforts to ensure continued compliance relating to the same.
4.2.2Company and Uber, to the extent applicable and to the extent reasonably necessary to avoid operating in violation of a Change in Applicable Company Law or Company Regulatory Revocation, may suspend the performance of their respective impacted obligations under the affected Deployment Plan(s) [***] (the “Company Compliance Suspension Period”). Uber shall use commercially reasonable efforts to redeploy the affected volume of Company Vehicles and related operations to one or more unaffected Deployment Plans, to the extent practicable, during the Uber Compliance Suspension Period. Company, and Uber to the extent applicable, will work, using commercially reasonable efforts, to comply with the Change in Applicable Company Law or obtain (or reobtain, as the case may be) the approvals which were the subject of a Company Regulatory Revocation. For the avoidance of doubt, suspension of performance by either Party in accordance with this Section 4.2.2 shall not toll, extend or otherwise impact the Term of this Agreement or the term of any affected Deployment Plans except as otherwise provided.
4.3Company Support. Sections 4.4, 4.5, and 4.6 herein establish certain support, services, and technical integration work that Company agrees to provide Uber and/or its TPOPs. Except as otherwise expressly set forth under this Agreement, a signed Deployment Plan, the Vehicle Production Agreement, the Vehicle Purchase Agreement, or the Aftermarket Services Agreement, Uber shall pay for and the Parties shall mutually agree in writing to additional fees for any services, support, or technical integration work beyond Company’s responsibilities expressly set forth under this Agreement (including as set forth in Sections 4.4, 4.5, and 4.6). Company shall have no obligation to perform any such additional services, support, or technical integration work until the applicable pricing has been finalized.
4.4Company Development and Operational Responsibilities.
4.4.1Company shall undertake the following responsibilities in connection with the ADS System, the Integration Software and Deployed Company Vehicles:
| 4.4.1.1 | [***]. |
|---|---|
| 4.4.1.2 | [***] |
| --- | --- |
| 4.4.1.3 | [***] |
| --- | --- |
| 4.4.1.4 | [***] |
| --- | --- |
| 4.4.1.5 | [***] |
| --- | --- |
| 4.4.1.6 | [***] |
| --- | --- |
| 4.4.1.7 | [***] |
| --- | --- |
| 4.4.1.8 | [***] |
| --- | --- |
| 4.4.1.9 | [***] |
| --- | --- |
4.4.1.9.1 [***]
4.4.1.9.2 [***]
4.4.1.9.3 [***]
4.4.1.9.4 [***]
4.4.1.9.5 [***]
4.4.1.9.6 [***]
4.4.2Company shall undertake the following responsibilities prior to [***] and transition such responsibilities to Uber [***] using commercially reasonable efforts and upon transition dates to be determined by the Parties, provided that the Parties anticipate such dates will be no earlier than [***] before the completion of [***], and provided further that in no case will such transition occur later than the achievement of [***]:
| 4.4.2.1 | [***] |
|---|---|
| 4.4.2.2 | [***] |
| --- | --- |
4.4.3Company shall undertake the following responsibilities in connection with the Deployed Company Vehicles sold to Uber or its TPOPs or otherwise in support of transitioning obligations from Company and its TPOPs to Uber and its TPOPs between [***], in each case, as further set forth in the Aftermarket Services Agreement as noted herein:
| 4.4.3.1 | [***]. |
|---|---|
| 4.4.3.2 | [***]. |
| --- | --- |
| 4.4.3.3 | [***]. |
| --- | --- |
| 4.4.3.4 | [***]. |
| --- | --- |
| 4.4.3.5 | [***]. |
| --- | --- |
| 4.4.3.6 | [***]. |
| --- | --- |
4.4.4[***]
4.4.5[***]
4.4.6[***]
4.5Safety.
4.5.1Company will be responsible for designing and implementing a Safety Plan and/or a Safety Plan Supplement (each, as defined in Exhibit A) for each Deployment [***]. For the avoidance of doubt, any criteria for such approval shall be broadly applicable to any AVs on the Uber Platform.
4.5.2During the term of each Deployment, and for [***] after the completion of the Deployment, Company shall retain the original versions of all documents Company has made available to Uber or upon which Company has otherwise relied in meeting Company’s applicable Safety Plan commitments and obligations. [***].
4.5.3During the term of each Deployment Plan, and for [***] after the completion of the Deployment, or longer if required by Applicable Law, Company shall retain all records submitted to any federal, state or local regulators (or their equivalents, in the relevant country) or required to be retained under Applicable Law regarding the deployment of Company Vehicles as part of a Deployment. [***].
4.5.4Company shall satisfy all reporting requirements of the Safety Plan, as defined in, and in accordance with, Exhibit A.
4.6[***].
| 5. | UBER OBLIGATIONS |
|---|
5.1Regulatory Responsibilities; Compliance. Uber shall be responsible for (i) securing and/or maintaining any and all necessary licenses, permits, and government or other regulatory approvals with respect to Uber’s operation of the Uber Service and Uber Platform for a Deployment, as provided under the corresponding Deployment Plan, (ii) interfacing with regulators regarding continuing compliance with Applicable Laws in respect of the Uber Service and Uber Platform; (iii) for any Deployed Company Vehicles, complying with any applicable reporting obligations that are associated with the Deployed Company Vehicles that are not otherwise the responsibility of Company; and (iv) ensuring that Deployed Company Vehicles sold to or operated by or for Uber or its Third Party Operations Partner meet and continue to meet the necessary regulatory requirements for operation. The Parties agree and acknowledge that Uber’s and/or its TPOP’s regulatory responsibilities may vary based on the geographic area of a given Deployment, and any such variation shall be discussed by the Parties and accounted for in the applicable Deployment Plans.
5.2Compliance. Uber shall bear all responsibility for its compliance with all Applicable Law in the performance of its obligations under the Agreement.
5.2.1If Applicable Laws change or new Applicable Laws are enacted at any time during the Term of the Agreement such that Uber’s regulatory approvals set forth in this Agreement in any area governed by an active Deployment Plan materially change (collectively, such occurrence a “Change in Applicable Uber Law”), or if such of Uber’s regulatory approvals are revoked or suspended by a regulator in any operating area governed by an active Deployment Plan, including those applicable to the operation of Company Vehicles in conjunction with the Uber Platform (an “Uber Regulatory Revocation”), Uber will (i) notify Company within [***] of such change or revocation, and (ii) use commercially reasonable efforts to ensure continued compliance relating to the same.
5.2.2Uber and Company, to the extent applicable and to the extent reasonably necessary to avoid operating in violation of a Change in Applicable Uber Law or an Uber Regulatory Revocation, may suspend the performance of their respective impacted obligations under this Agreement and affected Deployment Plan(s) [***] (the “Uber Compliance Suspension Period”). Uber, and Company to the extent applicable, will work, using commercially reasonable efforts, to comply with the Change in Applicable Uber Law or obtain (or reobtain, as the case may be) the approvals which were the subject of an Uber Regulatory Revocation. For the avoidance of doubt, suspension of performance by either Party in accordance with this Section 5.2.2 shall not toll, extend or otherwise impact the Term of this Agreement or the term(s) of any affected Deployment Plan(s).
5.3Uber Development and Operational Responsibilities.
5.3.1[***].
5.3.2[***].
5.3.3[***].
5.3.4[***].
5.3.5[***].
5.3.6[***].
5.3.7[***].
5.3.8[***].
5.4Uber shall undertake the following responsibilities in connection with the Deployed Company Vehicles [***] using commercially reasonable efforts upon transition dates to be determined by the Parties, provided that the Parties anticipate such dates will be no earlier than [***] and provided further that in no case will such transition occur later than [***]:
5.4.1[***].
5.4.2[***].
5.4.3[***].
5.4.4[***].
5.4.5[***].
5.4.6[***].
5.4.7[***].
5.4.8[***].
5.4.9[***].
5.4.10[***].
5.5Uber User Support. [***].
5.6User Communications and Marketing. [***].
5.6.1[***].
5.6.2[***].
**6.**DATASHARING
6.1[***].
6.2[***].
6.3[***].
6.4[***].
6.5[***].
6.5.1[***].
6.5.2[***].
6.5.3[***].
6.5.3.1.1 [***].
6.5.4[***].
6.5.5[***].
6.5.6[***].
| 7. | LICENSES AND INTELLECTUAL PROPERTY |
|---|
7.1Definitions. Unless this Agreement expressly provides otherwise, the following terms shall have the respective meanings set forth below in this Section:
7.1.1[***].
7.1.2[***].
7.1.3[***].
7.1.4[***].
7.1.5[***].
7.1.6[***].
7.1.7[***].
7.1.8**[***].**
7.1.9[***].
7.1.10[***].
7.1.11 [***].
7.2APIs. Access to one or more API(s) may be required in connection with the Deployment(s) hereunder, such API(s) to be identified in the applicable Deployment Plan. Company agrees to grant to Uber the right to use such of its required API(s) for the purposes of the applicable Deployment, subject to Company’s reasonable API terms or other such licensing agreement as mutually agreed. Uber’s APIs (including Uber’s Autonomous Mobility & Delivery API) will be licensed to Company (and Company’s Affiliates performing work in furtherance of this Agreement) pursuant to the AM&D API Terms of Use as agreed to by and between the Parties.
7.3Use and Display of Marks.
7.3.1Each Party on behalf of itself and its Affiliates (as a “Licensor”), hereby grants to the other Party and its Affiliates (as a “Licensee”), a limited, royalty-free, non-exclusive, non-transferable (other than in connection with a permitted assignment of the Agreement), non-assignable, non-sublicensable license, to use and display the Licensor’s Marks, solely in connection with a Deployment Plan and only with Licensor’s express, written permission for each use or display (the “Marks License”); for the sake of clarity, a Licensor may provide such permission via email communication. The Parties agree to not unreasonably delay responses to requests for such permission, nor unreasonably withhold or condition such permission. All use of a Licensor’s Marks by Licensee must be in a form and format approved by Licensor. Further, (i) Company’s use of Uber’s Marks shall be consistent with: (a) all usage guidelines, requirements, and restrictions provided to Company and which may be updated from time to time at Uber’s discretion; and (b) the principles, guidelines and terms and conditions located at https://www.uber.com/legal/en/, https://brand.uber.com, or such other URL as Uber may specify; and (ii) Uber’s use of Company’s Marks shall be consistent with: (x) all usage guidelines, requirements, and restrictions provided to Uber and which may be updated from time to time at Company's discretion; and (y) the principles, guidelines and terms and conditions located at https://rivian.com/legal/brand, or such other URL as Company may specify. Licensee must not otherwise use or modify Licensor’s Marks without Licensor’s written consent. All goodwill related to Licensee’s use of Licensor’s Marks shall inure solely to the benefit of Licensor. Marks will at all times remain the exclusive property of the respective Licensor. All rights not granted herein are expressly reserved by Licensor. Without limiting the generality of the foregoing, neither Party nor their Autonomous Vehicle In-Person Operators or their Autonomous Vehicle Remote Operators (as applicable) will represent themselves as the other Party’s or such other Party’s Affiliates’ employees, representatives or agents for any purpose or otherwise misrepresent their relationship with such other Party or its Affiliates.
7.3.2Any Marks License granted by one Party to the other within the scope of this Agreement shall immediately cease upon termination of this Agreement; a Licensor may also revoke any specific permission to use and display Licensor’s Marks or may terminate a Marks License at any time. In either such event, the Licensee shall have a commercially reasonable period of time to wind down the usage of content associated with the terminated or revoked license. Nothing in the foregoing shall give rise to a Licensor’s claim for breach where a Licensee fails to remove or cease distributing or making available previously-published content, including without limitation blog and social media posts, displaying such other Party’s Marks, unless the Licensor has expressly and specifically requested such removal or termination of distribution in writing; in such events, the Licensee shall have a commercially reasonable period of time to take down the specified, previously-published content.
7.4Restrictions. [***].
7.5Reservation of Rights. Except as expressly set forth in this Agreement, Licensor does not, and shall not be deemed to, grant Licensee any license or rights under any intellectual property or other proprietary rights. Each Party reserves all right, title and interest in and to its Intellectual Property Rights not expressly granted to the other Party under this Agreement.
7.6Ownership.
7.6.1[***].
7.6.2[***].
7.6.3[***].
7.6.4[***].
7.6.5[***].
7.7Licenses.
7.7.1[***].
7.7.2[***].
7.7.3[***].
7.7.4[***].
7.7.5[***].
7.8Additional Terms.
7.8.1Affiliates. All assignments and licenses promised or granted by a Party under this Agreement are provided on behalf of such Party, that Party’s Affiliates, and their personnel. Each Party represents and warrants that it has and maintains the right to grant the rights and licenses and make the assignments (as set forth herein) to the other Party with respect to the relevant IPRs of its Affiliates and their personnel in the same manner as such Party’s IPRs.
7.8.2Further Assurances. With respect to any Intellectual Property Rights assigned by a Party or its Affiliate (“Assignor”) to the other Party (“Assignee”) under this Agreement or any related agreement (“Assigned IP”), the Assignor will (and will cause its Affiliates and personnel, as applicable, to) execute such additional documents (including any required oaths, declarations or confirmatory assignments) and provide such additional cooperation and assistance as reasonably requested by the Assignee, at the Assignee’s expense, in order to perfect the Assignee’s ownership rights with respect to the Assigned IP, and for the Assignee to prepare, file, prosecute, issue, maintain and enforce any patents with respect to Assigned IP. In addition, the Assignor will make its personnel reasonably available to the other Party (or to the other party's authorized attorneys or agents) for any related purposes. Each Party will take all necessary action so that Assigned IP created by Assignor’s personnel is assignable as contemplated by this Section 7.7.2. Without limiting the foregoing, each Party and its Affiliates shall ensure that its personnel involved in the activities under the Agreement have signed written agreements imposing confidentiality obligations at least as protective as those set forth in this Agreement, assigning all IPRs created by such personnel in connection with this Agreement or any related agreement to such Party, and waiving all rights of moral rights, rights of integrity or paternity, or rights of attribution.
7.8.3Solely Owned IPR. A Party having sole ownership of any IPR developed within the scope of the relationship or any Deployment Plan, whether developed solely or jointly, will have the exclusive right, but not the obligation, to prepare, file, prosecute, maintain, enforce and defend all patents included therein at its own expense. At the owning Party’s reasonable request and expense, the other Party shall provide all information and assistance that may be necessary or useful in obtaining, maintaining and enforcing such patents, except neither Party is under any obligation to join a lawsuit brought by the other Party asserting such patents.
7.8.4Cooperation of Jointly Created and Jointly Owned IP. The Parties shall reasonably agree to the filing for and prosecution of any patents arising from Jointly Owned IP, including that one Party may carry out such activities on behalf of both Parties.
7.8.5Notwithstanding anything to the contrary and for the avoidance of doubt, the Parties do not anticipate and are not planning for the creation of any Jointly Created IP.
| 8. | BRANDING AND MARKETING |
|---|
8.1Joint Marketing. The Parties will discuss marketing activities, including potential joint marketing activities, to promote awareness of and demand for ridehailing and delivery services performed by Deployed Company Vehicles.
8.2[***].
8.3[***].
| 9. | REPRESENTATIONS AND WARRANTIES |
|---|
9.1Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that:
9.1.1it is duly organized, validly existing and in good standing in its jurisdiction of organization;
9.1.2its execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary organizational action on its part;
9.1.3the provisions set forth in this Agreement constitute legal, valid, and binding obligations of such Party, enforceable against such Party in accordance with their terms, subject to bankruptcy, insolvency and other Applicable Laws affecting creditors’ rights generally;
9.1.4its execution, delivery and performance of this Agreement do not and will not conflict with, result in a breach of, constitute a default under, or require the consent of any Third Party (other than any governmental authority) under, Applicable Law or any agreement judgment, order, decree or obligation to which such Party is subject;
9.1.5its performance under this Agreement (and each Deployment Plan executed hereunder) complies with all Applicable Laws;
9.1.6it is and will remain in compliance with all applicable anti-corruption, anti-bribery, anti-money laundering and/or anti-terrorism laws, statutes, rules and regulations, as in effect from time to time, including but not limited to the U.S. Foreign Corrupt Practices Act and the Money Laundering Control Act (the “Anti-Corruption Laws”) and that it has established and will maintain compliance programs to ensure compliance with the requirements of the Anti-Corruption Laws;
9.1.7there is no charge, investigation, action, suit or proceeding before any court, regulatory authority or governmental agency or body pending or, to the best knowledge of Each Party, threatened regarding its compliance with any applicable Anti-Corruption Laws;
9.1.8it shall not, or shall it cause any Third Party to, give, offer, authorize giving or promise to give any payment or anything of value, directly or indirectly, to any current or former Government Official, any political party, political party officials, or candidates for public office, and any close family members of the foregoing, or to any non-government client or potential client for the purpose of securing any improper or unfair advantage in obtaining or retaining business in connection with the activities contemplated hereunder or for the purpose of improperly inducing or rewarding favorable treatment or advantage in connection with this Agreement. Each Party agrees to immediately notify the other of any request that it receives to take any action that might constitute, or be construed as, a violation of the Anti-Corruption Laws;
9.1.9neither it, nor any parent, owner, Subsidiary, Affiliate, director, officer, agent, or employee of the organization is (i) designated on the Specially Designated Nationals and Blocked Persons List (“SDN List”) or otherwise subject to any U.S. or other economic sanctions, including by operation of the 50 Percent Rule of the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”); (ii) designated on any restricted parties list administered by the U.S. Government including but not limited to the Entity List, the Unverified List, the Denied Persons List, the Military End User List (“MEU List”), or the Non-SDN Chinese Military-Industrial Complex List (“NS CMIC List”); or (iii) a Military End User or Military Intelligence End User as defined under the U.S. Export Administration Regulations (“EAR”);
9.1.10it shall comply with all applicable economic sanctions and export control laws, regulations, rules, and licenses for all business in connection with this Agreement; and
9.1.11it shall immediately notify the other Party should any change in circumstances pertaining to these representations or warranties in Sections 9.1.6 - 9.1.10 occur at any time, including but not limited to the designation of the company, or any parent, Subsidiary, Affiliate, director, officer, agent, or employee on any restricted or prohibited party list.
9.2Company Representations and Warranties. Company represents and warrants to Uber that:
9.2.1it will secure and maintain any licenses and regulatory approvals necessary to meet its obligations under the Agreement and will ensure continuous compliance with Applicable Law in the performance of its obligations under the Agreement, including those governing autonomous vehicle Technology, including the ADS System and Integration Software, or the design, development or operation thereof, and including government reporting obligations relating to the same; and
9.2.2all Deployed Company Vehicles will, when delivered to Uber and/or its TPOP, conform, in all material respects, to Company’s design and performance specifications as well as to Company’s quality standards. Company makes such representation and warranty both with respect to Company’s own design, Company’s incorporation of the ADS System and Company System into Deployed Company Vehicles, workmanship of Deployed Company Vehicles, as well as to the design, assembly, and workmanship of any constituent components incorporated by Company into the Deployed Company Vehicles.
9.2.3Deployed Company Vehicles, when delivered to Uber and/or its TPOP, are in working condition, consistent with applicable safety and maintenance standards for an AV in the logistics, ridehailing, or delivery industries, as applicable.
9.3Uber Representations and Warranties. Uber represents and warrants to Company that:
9.3.1it will secure and maintain any regulatory approval necessary to meet its obligations under the Agreement and will ensure continuous compliance with Applicable Laws in the performance of its obligations under the Agreement, including those governing ridehailing platforms and services and including government reporting obligations relating to the same; and
9.3.2it will obtain and maintain the necessary consents from Uber Users to permit the activities and practices permitted under this Agreement and any applicable Deployment Plan.
9.4Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE EXHIBITS HERETO, OR AS MAY OTHERWISE BE AGREED AND EXPRESSLY SET FORTH IN A DEPLOYMENT PLAN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT, AND EACH PARTY HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATED TO THIS AGREEMENT OR ITS ACTIVITIES HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM TRADE PRACTICE OR COURSE OF DEALING OR THAT ANY SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED OR FREE OF DEFECTS.
**10.**MANAGEMENTAND ESCALATION.
10.1Program Managers.
10.1.1Uber and Company will each appoint a program manager with day-to-day responsibility for the cooperation of the parties as contemplated under this Agreement (such cooperation activities, the “Program”). Such program managers will be the primary interface of each respective party for all matters regarding this Agreement (each, a “Program Manager”).
10.1.2The Program Manager for each party will be responsible for creating and managing integration, operations, marketing, and technical teams to define marketing and operational responsibilities and minimum technical requirements for the Program. The integration, operations, marketing, and technical teams will meet in person, telephonically or via other means as may be agreed upon by the parties on a mutually-agreed upon basis (but no less than [***]) and the Program Managers will provide regular status updates on project status to the Steering Committee (as defined below).
10.1.3The decisions of the Program Managers will not be legally binding upon the Parties unless such decision has been confirmed in writing (email confirmation is acceptable) by Uber’s and Company’s authorized representatives.
10.1.4Escalation of Disputes. The Program Managers will use good faith efforts to resolve all issues that arise in connection with this Agreement. If the Program Managers are unable to resolve such an issue, either Program Manager may refer such issue to the Steering Committee (as defined below) for further resolution in accordance with Section 10.3.
10.2Steering Committee.
10.2.1The Parties will form a committee to provide strategic guidance regarding the Agreement, the Vehicle Production Agreement, and Deployments (the “Steering Committee”). The Steering Committee will prepare joint recommendations to the Parties on relevant aspects of the Agreement, Vehicle Production Agreement, and Deployments and will serve as the forum for the presentation, discussion, finalization and confirmation of the Parties’ annual plan. The Parties will participate in the joint planning function of the Steering Committee in good faith, using commercially reasonable efforts to implement Market- and time-specific particulars of the partnership.
| 10.2.1.1 | To facilitate city launches under the Agreement, Uber and Company’s Steering Committee will meet<br>on a [***] basis to ensure the success of the partnership. As part of the Steering Committee, the Parties will perform the following responsibilities<br>or activities: |
|---|
10.2.1.1.1 To ensure the success of the partnership, Company will share the below, to the extent relevant to Uber, and subject to any then existing confidentiality obligation owed by Company:
10.2.1.1.1.1 [***].
10.2.1.1.1.2 [***].
10.2.1.1.1.3 [***].
10.2.1.1.2 The Parties will also discuss matters under the Vehicle Production Agreement including, but not limited to, [***].
10.2.1.1.3 On an ongoing basis, Company will promptly update Uber on any material changes to the above.
10.2.2The Steering Committee will consist of four (4) members. Uber and Company will each appoint two (2) members. The initial members of the Steering Committee will be nominated by the Parties [***] following the Effective Date. Each Party will be entitled, in its sole discretion, to remove any of its members and appoint replacement members (made effective by written notice to the other party).
10.2.3The Steering Committee will convene: (i) for regular meetings on a [***] basis; (ii) ad hoc meetings from time to time upon request by either Party (with at least [***] prior written notice, except in exigent circumstances where shorter notice is necessary); and (iii) [***] in the event one Party notifies the other Party of any material breach of or default under this Agreement.
10.2.4If the Steering Committee fails to agree on any material matter, either Party will be entitled to refer such matter to their senior executives for further consideration in accordance with Section 10.3.
10.2.5Decisions of the Steering Committee will be taken by way of resolutions. Each member of the Steering Committee will have [***] vote. [***].
10.2.6The decisions of the Steering Committee will not be legally binding upon the Parties unless such decision has been confirmed in writing (email confirmation is acceptable) and the terms and conditions of this Agreement may not be modified except by written agreement executed by authorized signatories of both Parties.
10.3Dispute Resolution. Before initiating any legal claim or action (except with respect to equitable relief), the Parties agree to attempt in good faith to settle any dispute, controversy, or claim arising out of or related to this Agreement (collectively, a “Dispute”) through discussions which will be initiated upon written notice of a Dispute by either Party to the other Party. If the Program Managers cannot come to a mutually agreeable resolution of, or plan of action to resolve the Dispute as per Section 10.1.4 within [***] of one Party’s receipt of written notice thereof, then such Dispute will be referred to the Steering Committee. If the Steering Committee cannot come to a mutually agreeable resolution of, or plan of action to resolve, the Dispute as per Section 10.2.4 within [***] of one Party’s receipt of written notice thereof, then such Dispute will be referred to members of the Parties’ executive management (each such member a “Dispute Manager”) for resolution. If the Parties’ Dispute Managers have not reached a mutually agreeable resolution of, or plan of action to resolve, the Dispute within [***] of one Party’s receipt of written notice thereof, either Party may pursue its rights and remedies available pursuant to this Agreement. Notwithstanding the foregoing, nothing herein shall prevent a Party from seeking injunctive relief in any court having jurisdiction in order to protect such Party’s Intellectual Property Rights or Confidential Information, preserve the status quo or avoid the expiration of any applicable limitations period.
| 11. | INDEMNIFICATION; INSURANCE |
|---|
11.1Indemnity by Company. Subject to Section 11.3, Company shall indemnify, defend and hold harmless Uber, its Affiliates, and [***] (the “Uber Indemnified Parties”) from and against any claim, demand, action or proceeding by a Third Party (each, a “Claim”) and shall indemnify and hold harmless the Uber Indemnified Parties from [***] (collectively, “Losses”) to the extent resulting from [***]. “Uber Indemnified Parties Exception” means [***]. Uber Indemnified Parties Exception will include [***]. For the avoidance of doubt, this Section 11.1 does not apply to IPR Claims.
11.2Indemnity by Uber. Subject to Section 11.3, Uber shall indemnify, defend and hold harmless Company, its Affiliates, and [***] (the “Company Indemnified Parties”) from and against any Claim (and shall indemnify and hold harmless the Company Indemnified Parties from any resulting Losses) to the extent resulting from [***]. “Company Indemnified Parties Exception” means [***]. Company Indemnified Parties Exception will include [***]. An “Indemnified Party” means a Company Indemnified Party or an Uber Indemnified Party, or both, as the context may require.
11.3Indemnity Against Combination Claims. For any Third Party Claims triggering indemnity obligations under both Sections 11.1 and 11.2 (“Combination Claims”), the terms of Section 11.6.3 shall apply.
11.4Indemnity Against IPR Claims.
11.4.1Indemnity by Company Against IPR Claims. Without limiting the generality of Section 11.1, Company shall indemnify, defend and hold harmless the Uber Indemnified Parties from and against any Third Party Claim (and shall indemnify and hold harmless the Uber Indemnified Parties from any resulting Losses) arising out of or relating to [***].
11.4.2Indemnity by Uber Against IPR Claims. Without limiting the generality of Section 11.2, Uber shall indemnify, defend and hold harmless the Company Indemnified Parties from and against any Third Party Claim (and shall indemnify and hold harmless the Company Indemnified Parties from any resulting Losses) arising out of or relating to [***].
11.5Indemnity Against Combination Infringement Claims. Without limiting the generality of Sections 11.1 and 11.2, for Third Party Claims arising out of or relating to [***], the terms of Section 11.6.3 shall apply.
11.6Indemnification Procedures.
11.6.1Notice. Promptly after receipt by a Person entitled to indemnification hereunder (the “Indemnified Party”) of notice of the commencement or threatened commencement of any Claim, such Indemnified Party shall notify Company or Uber (as applicable) (the “IndemnifyingParty”) of such Claim (provided that any failure to do so will only relieve the Indemnifying Party of its obligations under this Section 11 to the extent it is prejudiced by such failure).
11.6.2Control and Cooperation; Single Party Indemnification. Except for Combination Claims and Combination Infringement Claims, the Indemnified Party shall also: (i) permit the Indemnifying Party to control the defense and settlement of such Claim, provided that (a) the Indemnified Party may participate, at its own expense, in any defense and settlement thereof directly through counsel of its own choice, and (b) neither the Indemnifying Party nor the Indemnified Party may settle such Claim without the other’s prior written consent (unless such Claim only involves payment of funds), not to be unreasonably withheld, conditioned, or delayed; and (ii) cooperate, at the Indemnifying Party’s expense, with reasonable requests of the Indemnifying Party associated therewith.
11.6.3Control, Cooperation, and Apportionment; Combination Claims [***]. With regard to Combination Claims and/or [***], the Parties hereby represent and agree that [***]. If any Third Party brings a [***] only against one Party’s Indemnified Parties, such Party (the “TargetedParty”), the Targeted Party will: [***] (a) [***] (b) [***]. Notwithstanding anything to the contrary in this Section 11.6.3, [***].
11.7Insurance. Without limiting the generality of the foregoing, and unless otherwise set forth in a Deployment Plan:
11.7.1Uber will maintain during the term of each Deployment Plan, and any extension thereof, normal and customary insurance for Uber and a [***] insurance policy covering [***]. All insurance referenced in this Section 11.7 shall be placed with an insurer having an A.M. Best financial or equivalent rating of “A-”, VII or better. [***]. Any insurance maintained by Uber, shall not be canceled without [***] prior written notice to the Company other [***] for non-payment. Unless otherwise agreed by the Company in writing, Uber shall provide Company and its Affiliates with a certificate of insurance confirming this coverage is in force prior to deployment of the Deployed Company Vehicles on the Uber Platform and also upon written request but no more than an annual frequency. Coverage may be evidenced with primary and/or excess programs to meet the required limits and contractual indemnity obligations.
11.7.2Company will maintain during the term of each Deployment Plan insurances as detailed below in Sections 11.7.3 through 11.7.7 at levels of coverage stated in such clauses or, if Applicable Law requires higher levels of coverage, at levels that satisfy all current and future Applicable Law in the areas of operation under each Deployment Plan. All insurances will continue in effect during the Deployment Plan, and any extensions thereof. Unless otherwise agreed by Uber, Company will provide Uber and its Affiliates a certificate of insurance confirming this coverage is in force prior to deployment of the Deployed Company Vehicles on the Uber Platform and also upon written request but no more than an annual frequency. In the event that Company fails to maintain the insurances detailed in Sections 11.7.3 through 11.7.6, [***].
11.7.3Company will maintain during the term of each Deployment Plan (i) a [***] policy covering [***] in Section 11.7.1 with a limit of [***].
11.7.4Uber and Company will maintain during the term of each Deployment Plan the following coverages and any additional coverages that are required by law including [***].
11.7.5If any subcontractor or independent contractor is used to fulfill Uber and/or Company’s obligations under this Agreement, or on their behalf, each Party shall ensure its subcontractor or independent contractor maintains the same coverages and limits of insurance required in Sections 11.7.1 through 11.7.4. It shall be each Party’s responsibility to ensure compliance with this requirement and maintain appropriate evidence of insurance at a minimum with a certificate of insurance. The policy limits of insurance of each Party are not a limitation upon the obligation of either Party, including without limitation, the amount of indemnification to be provided by either Party.
11.7.6Management of Insurance Claims. In addition to and without limiting Company’s indemnification obligations set forth in Section 11.1 or Uber’s indemnification obligations set forth in Section 11.2, in the event of any Claim related to Deployed Company Vehicle, the Parties will comply with the terms of this Section 11.7.6.
| 11.7.6.1 | Insurance Coordination. [***], Uber and Company will work together in good faith to develop claims<br>handling instructions to be shared with the applicable insurers and Third Party administrators involved in each Deployment Plan. The parties<br>shall work together on more detailed claims handling protocols to be included in a future agreement. |
|---|---|
| 11.7.6.2 | Role of Uber or TPOP Insurance*.* [***]. |
| --- | --- |
11.7.7For the avoidance of doubt, each party will bear the cost of the insurance coverage that they are responsible for.
| 12. | LIMITATION OF LIABILITY |
|---|
12.1EXCEPT AS PROVIDED IN SECTION 12.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR [***], IN EACH CASE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR SUCH PARTY’S ACTIVITIES HEREUNDER, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, INTENDED CONDUCT OR OTHERWISE (INCLUDING ANY ACTION OR CLAIM ARISING FROM THE ACTS OR OMISSIONS, NEGLIGENT OR OTHERWISE, OF THE LIABLE PARTY).
12.2EXCEPT AS PROVIDED IN SECTION 12.3, [***] OF EACH PARTY TO THE OTHER PARTY FOR ALL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE VEHICLE PRODUCTION AGREEMENT, THE VEHICLE PURCHASE AGREEMENTS OR SUCH PARTY’S ACTIVITIES HEREUNDER OR THEREUNDER, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, INTENDED CONDUCT OR OTHERWISE (INCLUDING ANY ACTION OR CLAIM ARISING FROM THE ACTS OR OMISSIONS, NEGLIGENT OR OTHERWISE, OF THE LIABLE PARTY), SHALL [***].
12.3The exclusions and limitations of liability set forth in Sections 12.1 and 12.2 shall not apply to Losses arising from: (i) a Party’s [***]; (ii) a Party’s [***]; (iii) a Party’s breach of [***]; (v) a Party’s breach of [***]; (vi) fraud, fraudulent misrepresentation, or any other matters for which liability cannot be excluded or limited under Applicable Law; or (vii) Company’s breach of [***] to the extent such breaches, in the aggregate, would reasonably be expected to have a material adverse effect on Uber. Additionally, the exclusions and limitations of liability set forth in Sections 12.1 and 12.2 shall not apply to any [***] .
12.4Acknowledgments and Applicability of Limitations. Each Party hereby expressly acknowledges and agrees that, except for a Party’s payment obligation under this Agreement (including any Deployment Plan) or otherwise set forth herein, the limitations and exclusions contained in this Section 12 will apply regardless of (i) the form of action (including any action in contract, warranty, negligence, tort, strict liability, equity or statute); (ii) any claim or finding that any breach of or default under this Agreement was total or fundamental; (iii) the type of damages; (iv) any claim or finding with respect to the adequacy, failure, purpose or sufficiency of any remedy offered or provided for under this Agreement; and (v) whether a Party was informed or aware of, or otherwise could have anticipated the possibility of, such damages or liability.
| 13. | CONFIDENTIALITY; DATA PROTECTION; PRIVACY |
|---|
13.1Confidentiality.
13.1.1NDA. All disclosures within the scope of this Agreement are subject to the Mutual Non-Disclosure Agreement between the Parties effective as of October 8, 2025 (the “NDA”); provided, however, that Section 13.1.1.1 of this Agreement shall apply in lieu of Section 10 of the NDA and Section 13.1.1.2 of this Agreement shall apply in lieu of Section 7 of the NDA. The definitions and terms of the NDA are incorporated as if fully stated herein and shall be subject to the Term of this Agreement as set forth in Section 14.1, including in the event of and notwithstanding an earlier expiration of the NDA. In the event of any conflict or inconsistency between the NDA and this Agreement, this Agreement shall control.
| 13.1.1.1 | A Receiving Party’s obligations (including, without limitation, non-use and non-disclosure) under<br>this Agreement shall continue for [***] from termination of this Agreement. Notwithstanding the foregoing, this Agreement shall remain<br>in effect with regard to Confidential Information that qualifies as a trade secret under applicable law, for as long as such information<br>continues to qualify as a trade secret. Neither party shall have any obligation to disclose any Confidential Information, enter discussions,<br>or continue any arrangement or agreement relating to the Purpose as set forth in the NDA or any other matter, except as agreed to in writing<br>by the parties. |
|---|---|
| 13.1.1.2 | [***]. |
| --- | --- |
13.1.2Unauthorized Use. A Receiving Party shall promptly (i) notify the Disclosing Party in writing of the details and circumstances of any known unauthorized disclosure, misuse or misappropriation of any of Discloser’s Confidential Information (each, an “UnauthorizedUse”); (ii) use commercially reasonable efforts to rectify or cure such Unauthorized Use and retrieve any such disclosed Confidential Information; and (iii) provide reasonable assistance to and cooperate with Disclosing Party to rectify or cure such Unauthorized Use and to prevent further misuse or disclosure of such Confidential Information.
13.1.3Without limiting the generality of either Party’s obligations in Section 13.1 or elsewhere in this Agreement, (i) the Parties acknowledges that the Confidential Information of the Disclosing Party disclosed under this Agreement and any other Technology, data and technical information disclosed, jointly created, provided to or otherwise shared with Company within the scope of this Agreement may be subject to U.S. export, trade control and other sanction or control regimes jurisdiction under the EAR and other Applicable Law and the Receiving Party agrees to comply with all of the foregoing in its use, storage, handling, transmission and release of any such Technology, data and information (whether Confidential Information or not), including obtaining any necessary prior authorizations from U.S. authorities, and (ii) each of the Parties represents and warrants that neither it nor any of its Representatives or Delegates receiving any such Technology, data and information, nor the use thereof, is associated with (a) a Government End-User or a Military End-User or for a Military End-Use as defined by the EAR; (b) any jurisdiction subject to a trade embargo by the U.S. Government; or (c) any individual or entity that is identified on, owned or controlled by, or acting on behalf of a trade restricted parties list administered by the U.S. Government including but not limited to the Entity List, the Unverified List, the Denied Persons List, the MEU List, the SDN List, or the NS-CMIC List, and Company shall not permit any such use.
13.2Data Protection.
13.2.1Data Security. Each Party will establish, implement and maintain during the Term appropriate physical, administrative, organizational, and technical safeguards and other security measures to maintain the integrity, security, and confidentiality of the other Party’s Confidential Information, which measures shall include at a minimum those set forth in an appendix to Exhibit B to be negotiated between the Parties.
13.2.2Data Security Incident Notification Requirements. Uber shall provide notice to Company, without undue delay and, where feasible, within [***] hours, after it becomes aware of an incident where Base Vehicle Data or Vehicle Sensor Data has been accessed by, acquired by, or disclosed to an unauthorized Person (collectively referred to as a “Data Security Incident”). Company shall provide notice to Uber, without undue delay and, where feasible, within [***], after it becomes aware of a Data Security Incident affecting Vehicle Occupant Data, Uber Platform Data, or Uber Trip Data. The Party suffering the potential Data Security Incident shall promptly investigate and remediate the incident or incidents, and provide information about the incident or incidents as reasonably requested by the other Party.
13.3Personal Data. Neither Party will provide to the other Party any personal data (as defined in applicable privacy laws or similar legislation) (“Personal Data” or “PD”) except as expressly set forth in the applicable Deployment Plan. If one Party (the “PD Discloser”) discloses to the other Party (the “PD Recipient”) any Personal Data pursuant to a duly executed Deployment Plan, (i) as between the Parties, the PD Discloser is the sole and exclusive owner of such Personal Data; (ii) such Personal Data is the PD Discloser’s Confidential Information and data, and is subject to the obligations of Sections 13.1 and 13.2.
13.4Privacy. To the extent not disclosed [***]. Subject to the foregoing, [***].
13.4.1Prior to any collection or sharing of any Personal Data (as that and similar terms are defined by Applicable Laws) under a Deployment Plan, the Parties shall enter into any privacy terms that will be incorporated into Exhibit B and will [***]. Uber acknowledges that [***].
13.4.2Company shall not use any [***].
| 14. | TERM AND TERMINATION |
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14.1Term. This Agreement shall have a term commencing on the Effective Date and ending on the earlier of (i) ten (10) years after the Effective Date (the “Initial Term”); or (ii) the effective date of termination of this Agreement by a Party pursuant to an applicable termination provision in this Agreement; provided, however, that this Agreement will automatically renew for consecutive one (1) year periods upon the Parties’ prior mutual written agreement at least [***] before the end of the Initial Term or then-current renewal period (collectively, the “Term”).
14.2Mutual Termination Rights.
14.2.1Termination for Breach. Either Party may terminate this Agreement upon written notice to (i) the breaching Party in the event of a material breach of this Agreement, that is not cured within a ninety (90) day cure period (or such shorter period as may be required due to exigent circumstances), commencing on the date of written notice of such breach or (ii) the other Party if such first Party is otherwise entitled to terminate the Vehicle Production Agreement pursuant to its terms. Either Party may terminate a Deployment Plan upon written notice to the breaching Party in the event of a material breach of that Deployment Plan, that is not cured within a ninety (90) day cure period (or such shorter period as may be required due to exigent circumstances), commencing on the date of written notice of such breach.
14.2.2Other Termination. Either Party may terminate this Agreement (including all Deployment Plans) immediately upon written notice to the other Party if the other Party or any Controlling Affiliate thereof: (i) makes an assignment in violation of this Agreement; (ii) ceases to carry on its business, liquidates or dissolves its business, or disposes of a substantial portion of its assets related to the subject matter of this Agreement; (iii) becomes insolvent or makes an assignment for the benefit of creditors and fails to have the proceeding invalidated within [***] (in the case of an involuntary pleading); (iv) fails to generally pay its debts when they become due; (v) voluntarily or involuntarily becomes the subject of any proceeding relating to bankruptcy, insolvency, receivership, liquidation, or other similar proceeding; or (vi) breaches any of the representations or warranties set forth in Sections 9.1.6 - 9.1.10.
14.3Specific Termination Rights.
14.3.1[***].
14.3.2[***].
14.3.3[***].
| 14.3.3.1 | [***]. |
|---|
14.3.4[***].
14.3.5[***].
14.3.5.1 [***]
14.3.5.2 [***]
14.3.5.3 [***]
14.3.5.4 [***]
| 14.3.6 | [***]. |
|---|
14.4 Effect of Termination. Upon any termination or expiration of this Agreement, [***]. [***] Termination, expiration, cancellation or abandonment of this Agreement through any means and for any reason shall not relieve the Parties of any obligation accruing prior thereto, and shall be without prejudice to the rights and remedies of either Party with respect to the antecedent breach of any of the provisions of this Agreement. Sections 1, [***], 6.5, 7.3 - 7.8, 9.4, 10.3, 11-13, 15 and this Section 14.4 shall survive any termination or expiration of this Agreement; and Sections [***], and [***] of this Agreement and Exhibits A-B, D, and F of this Agreement shall survive any termination of this Agreement solely with respect to Company Vehicles purchased by Uber under this Agreement prior to such termination, along with any other provisions of any Agreement executed by the Parties that must survive for Uber to continue deploying such purchased Company Vehicles on the Uber Platform for so long as such Company Vehicles remain active on the Uber Platform. Additional specific remedies and obligations of the Parties arising from a breach or termination of the Agreement and/or a Deployment Plan, if any, will be as set forth in the applicable Deployment Plan and unless otherwise specified, will be without prejudice to any other remedies a Party may have hereunder or under Applicable Law.
| 15 | MISCELLANEOUS |
|---|---|
| 15.1 | Arbitration Agreement, Venue, and Attorneys' Fees. The Parties agree that any dispute arising out<br>of or relating to any aspect of this Agreement, including but not limited to its formation, interpretation, performance, breach, or enforcement,<br>shall be submitted exclusively to final and binding arbitration in accordance with the Federal Arbitration Act, 9 U.S.C. § 1, et<br>seq. Any such arbitration shall be confidential. The arbitration will be administered by JAMS in accordance with the Comprehensive Arbitration<br>Rules and Procedures. The arbitrator will be selected by the Parties from the JAMS’ roster of dispute arbitrators. The arbitration<br>will be conducted in San Francisco, California. Judgment on the arbitration award may be entered in any court having jurisdiction. The<br>prevailing Party in any such arbitration shall be entitled to its reasonable attorneys' fees, costs, and arbitration expenses, incurred<br>in the arbitration proceeding as well as any court proceedings to confirm the arbitration award. A Party seeking in court to compel arbitration<br>pursuant to this provision and that succeeds in compelling arbitration shall be entitled to its attorneys' fees and costs incurred in<br>connection with such court proceedings. Notwithstanding the foregoing, nothing herein shall prevent a Party from seeking injunctive relief<br>in any court having jurisdiction in order to protect such Party’s Intellectual Property Rights or Confidential Information, preserve<br>the status quo or avoid the expiration of any applicable limitations period. |
| --- | --- |
| 15.2 | Publicity. Except to the extent otherwise required by Applicable Laws pertaining to securities,<br>regulations or rules established by securities exchange bodies (but subject to the following sentence), or as otherwise agreed upon<br>by both Parties in writing, neither Party may issue any press release or make any other public disclosure or statement describing this<br>Agreement, the Vehicle Production Agreement or any Deployment Plan without the prior written consent of the other Party (not to be unreasonably<br>withheld). Notwithstanding anything to the contrary, each Party may make such disclosures concerning its entry into, and the terms and<br>conditions of, this Agreement determined by such Party in the written opinion of its counsel as necessary under Applicable Law or the<br>rules of an applicable securities exchange, provided that such Discloser shall provide the other [***] advance opportunity to review<br>and provide comments to the content of such public disclosure ([***] for any required filings related to the initial announcement of this<br>Agreement), and shall not unreasonably withhold, condition or delay its consent to the inclusion of any comments or feedback by the non-Discloser<br>in any such disclosure. |
| --- | --- |
| 15.3 | Entire Agreement. This Agreement, any Deployment Plans, and the Exhibits attached hereto contain<br>the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous agreements, negotiations,<br>discussions, writings, understandings, commitments and conversations with respect to such subject matter. |
| --- | --- |
| 15.4 | Amendments. Unless expressly agreed in writing, signed by the Parties and expressly stating that<br>it is amending, modifying or supplementing this Agreement, no amendment, modification or supplement shall constitute an amendment, modification<br>or supplement of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this<br>Agreement which have already accrued up to the date of amendment, modification or supplement, and the rights and obligations of the Parties<br>under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so amended, modified<br>or supplemented in writing. |
| --- | --- |
| 15.5 | Waiver. No waiver will be implied from conduct or failure to enforce rights. No provisions of this<br>Agreement shall be deemed waived unless such waiver is in writing and signed by the authorized representative of the Party against whom<br>it is sought to be enforced. Any waiver relating to a provision of this Agreement (unless otherwise specified) shall only be a waiver<br>in the particular instance and for the particular purpose for which it was given. |
| --- | --- |
| 15.6 | Interpretation. The section headings in this Agreement are included for convenience only and shall<br>not limit or otherwise affect the interpretation of any of the terms or provisions herein. The use of “include,” “includes,”<br>or “including” herein shall not be limiting and “or” shall not be exclusive. Each Party acknowledges that such<br>Party has been advised and represented by counsel in the negotiation, execution and delivery of this Agreement and accordingly agrees<br>that if an ambiguity exists with respect to any provision of this Agreement, such provision will not be construed against either Party<br>because such Party or such Party’s representatives drafted such provision. |
| --- | --- |
| 15.7 | Severability. If any provision in this Agreement is invalid or unenforceable, that provision will<br>be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and<br>the other provisions of this Agreement will remain unaffected. |
| --- | --- |
| 15.8 | Assignment. Neither this Agreement, nor any rights or obligations hereunder, may be transferred,<br>assigned or delegated (by operation of law or otherwise) by either Party without the prior written approval of the other Party; provided,<br>however, that each Party may assign this Agreement, and its rights and obligations hereunder, in its entirety, without such consent, to<br>an Affiliate of such Party or to any successor entity in connection with a reorganization, merger, consolidation, acquisition, or other<br>restructuring involving all or substantially all of such Party’s voting securities or assets, subject to Section 14.3.1<br>above; provided further that Company may not assign this Agreement to an Uber Direct Competitor. Any attempt to assign this Agreement<br>in contravention of the foregoing shall be void ab initio. This Agreement shall be binding upon and inure to the benefit of the<br>Parties and their respective permitted successors and assigns. A Change of Control will be deemed an assignment for purposes of this Section 15.8.<br>In addition, in the event that any entity that controls a Party undergoes a Change of Control, such Party will immediately notify the<br>other Party. |
| --- | --- |
| 15.9 | Use of Delegates. Each Party may use its Affiliates, consultants, agents and contractors (“Delegates”)<br>to perform its obligations and exercise its rights under this Agreement, provided that: (i) such Delegates are fully bound to all<br>terms of this Agreement (including Licenses and Intellectual Property (Section 7) and Confidentiality (Section 13)<br>provisions); and (ii) each Party will be responsible for the acts and omissions of any such Delegates. |
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| 15.10 | Governing Law. This Agreement or the performance, enforcement, breach or termination hereof shall<br>be construed, governed, and interpreted in accordance with the laws of the state of California without regard to its conflict of laws<br>principles. |
| --- | --- |
| 15.11 | Notices. Any notices required or permitted under this Agreement shall be in writing, shall refer<br>specifically to this Agreement, and shall be sent by recognized national or international overnight courier, electronic mail or registered<br>or certified mail, postage prepaid, return receipt requested, or delivered by hand to the below addresses for the applicable recipient.<br>notices under this Agreement will be deemed to be duly given: (i) when delivered by hand; (ii) upon electronic mail transmission;<br>(iii) three (3) days after deposit with a recognized national or international courier; or (iv) on the delivery date indicated<br>in the return receipt for registered or certified mail. A Party may change its contact information immediately upon written notice to<br>the other Party in the manner provided in this Section 15.11. |
| --- | --- |
| If to Uber: | Uber Technologies, Inc. |
| --- | --- |
| 1725 3rd Street | |
| San Francisco, California | |
| 94158 | |
| Attn: Legal Department | |
| With a copy to: | |
| [***] | |
| If to Company: | Rivian, LLC |
| 14600 Myford Road | |
| Irvine, California 92606 | |
| [***] | |
| With a copy to: | |
| Perkins Coie, LLP | |
| 505 Howard St., Suite 1000 | |
| San Francisco, CA 94105 | |
| [***] | |
| 15.12 | Anti-Corruption Laws. Each Party agrees to comply with all applicable foreign or domestic anti-corruption<br>and anti-bribery Laws, as in effect from time to time, including, but not limited to, the United States Foreign Corrupt Practices Act<br>of 1977, as amended, the UK Bribery Act 2010, and any Laws intended to implement the OECD Convention on Combating Bribery of Foreign Public<br>Officials in International Business Transactions (collectively, “Anti-Corruption Laws”). Each Party agrees not to make,<br>authorize, offer, or promise to make or give any money or any other thing of value, directly or indirectly, to any current or former Government<br>Official or employee (including employees of a state-owned or controlled enterprise or of a public international organization), candidate<br>for political office, or an official of a political party, any close family members of the foregoing, or any employee, director or consultant<br>of a non-government client or potential client, for the purpose of securing any improper or unfair advantage in obtaining or retaining<br>business in connection with the activities contemplated hereunder or for the purpose of improperly inducing or rewarding favorable treatment<br>or advantage in connection with this Agreement. Each Party agrees to immediately notify the other of any request that it receives to take<br>any action that might constitute, or be construed as, a violation of the Anti-Corruption Laws. |
| --- | --- |
| 15.13 | No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or<br>shall confer upon any Third Party any right, benefit or remedy of any nature whatsoever under, or by reason of, this Agreement. |
| --- | --- |
| 15.14 | Counterparts. This Agreement may be executed in one or more counterparts and by facsimile or other<br>means of electronically imaging a signature, each of which shall constitute an original, and all of which together shall constitute one<br>and the same instrument. This Agreement shall become effective when all Parties are in possession of signed counterparts from each other.<br>Until and unless each Party has received a counterpart hereof signed by the other Party, this Agreement shall have no effect and no Party<br>shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). |
| --- | --- |
| 15.15 | [***]. |
| --- | --- |
[Signature page follows.]
IN WITNESS WHEREOF, the Parties have caused this Master Framework Agreement to be executed by their duly authorized representatives as of the Effective Date.
UBER TECHNOLOGIES, INC.
| By: | /s/ Sarfraz Maredia |
|---|---|
| Name: | Sarfraz Maredia |
| Title: | Global Head of Autonomous Mobility & Delivery |
INWITNESS WHEREOF, the Parties have caused this Master Framework Agreement to be executed by their duly authorized representatives as of the Effective Date.
RIVIAN, LLC
| By: | /s/ Claire McDonough |
|---|---|
| Name: | Claire McDonough |
| Title: | Chief Financial Officer |
SOLELY FOR PURPOSES OF SECTION 1AND SECTION 15 HEREOF:
RIVIAN AUTOMOTIVE, INC.
| By: | /s/ Claire McDonough |
|---|---|
| Name: | Claire McDonough |
| Title: | Chief Financial Officer |
Exhibit F
Master Fee Schedule
The Master Fee Schedule for Deployed Company Vehicles purchased by Uber or its TPOP is set forth herein. This Master Fee Schedule (including the RAD fee and any other fees described herein) shall apply to all Company Vehicles purchased (i) prior to Phase 1 (including purchases in satisfaction of the R2 Purchase Guarantee) and (ii) by Uber for Phase 1 Forecast Windows, in either case for the life of such Company Vehicles.
| 1. | All pricing set forth in the Vehicle Purchase Agreement, including Schedule 1.2 |
|---|---|
| 2. | [***]. |
| --- | --- |
| 3. | The recurring automated driver (“RAD”) fees paid by Uber or its TPOPs for the L4 ADS System software and any associated<br>vehicle software updates or services will [***]. |
| --- | --- |
| a. | [***]. |
| --- | --- |
| 4. | [***]. |
| --- | --- |
| 5. | [***]. |
| --- | --- |
Exhibit 10.3
[***] Certain information in this documenthas been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that theRegistrant treats as private or confidential.
VEHICLE PRODUCTION AGREEMENT
THIS VEHICLE PRODUCTION AGREEMENT (this “Agreement”) is made and entered into effective as of March 18, 2026 (the “Effective Date”), by and between Uber Technologies, Inc., a Delaware corporation, with its principal place of business at 1725 3rd Street, San Francisco, California 94158 (“Uber”), and Rivian, LLC, a Delaware limited liability company having its principal place of business at 14600 Myford Road, Irvine, CA 92606 (“Rivian” or “Company” and, together with Uber, the “Parties”). This Agreement is entered into pursuant and subject to the Master Framework Agreement, by and between Uber and Rivian, of even date herewith (the “MFA”) and forms a part of and is incorporated into the MFA as an addendum thereto. This Agreement establishes the terms governing, among other things, Company’s obligations to Uber with regard to Company Vehicles sold to Uber under the MFA and with regard to the production of Company Robotaxis. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the MFA.
RECITALS
| A. | Uber owns and operates [***] (the “Uber Service”) [***] Uber is also developing [***]<br>the “Uber Platform”). |
|---|---|
| B. | Rivian is engaged in the development and sale of Rivian-branded high-end electric vehicles, including<br>the Rivian “R2” line of vehicles. |
| --- | --- |
| C. | Rivian intends to develop an ADS System featuring ADS Hardware and Autonomous Driving Software (as defined<br>below) to enable Level 4 autonomous driving capabilities for integration into Autonomous Vehicles and certain technology that will permit Company Vehicles (as defined below) and potentially third-party purchasers, lessees or operators<br>of the Company Vehicles, to integrate with and operate on ridehailing, logistics, and delivery networks (the “Company System”). |
| --- | --- |
| D. | The Parties share the goal of adding to the supply of affordable and reliable options for ridesharing<br>and mobility to allow for the development and deployment of a fleet of autonomous vehicles (“AVs”) on the Uber Platform<br>to complete requests for Uber users that might be available through the Uber Service or Uber Platform. |
| --- | --- |
| E. | In furtherance of the foregoing objective, the Parties desire to work together to facilitate Rivian’s<br>development and manufacture of a Company Robotaxi. |
| --- | --- |
| F. | The Parties are entering into this Agreement in order to establish: (i) governing principles throughout<br>the Term for the design, development, testing, and manufacturing of Company Robotaxis; and (ii) the terms under which Uber and/or<br>Uber Designated Fleet Operators (as defined below) will purchase Company Robotaxi from Rivian. |
| --- | --- |
| G. | Concurrently with this Agreement, the Parties are entering into a Master Framework Agreement which sets<br>forth the governing principles of the operation of Company Robotaxis on the Uber Platform. |
| --- | --- |
| H. | The Parties will also enter into a separate Aftermarket Services Agreement (as defined below), pursuant<br>to which Rivian will provide post-sale warranty services and aftermarket support for the Company Robotaxi. |
| --- | --- |
For good and valuable consideration, the sufficiency of which the Parties hereby acknowledge, the Parties therefore agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Defined Terms. Unless the context expressly otherwise requires, the following terms have, for all purposes of this Agreement, the meanings specified in this Article.
| a) | “ADS” or “[***]” means the Level 4 autonomous<br>driving software developed by Rivian. |
|---|---|
| b) | “ADS Hardware” means, collectively, the hardware components and their associated software<br>[***]. |
| --- | --- |
| c) | “Applicable Law” means any statute, law, ordinance, regulation, rule, code, constitution,<br>treaty, common law, governmental order, or other requirement or rule of law (including, without limitation, the requirements of the<br>U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1, et seq), the U.S. National Traffic & Motor<br>Vehicle Safety Act, as amended (49 U.S.C. § 30101 et seq), the U.S. Federal Trade Commission, the U.S. Customs and Border Protection,<br>the U.S. Treasury, and the U.S. Department of Labor regulations and any other law or requirement relating to environmental matters, immigration,<br>data protection and privacy, wages, hours and conditions of employment, disclosure, subcontractor selection, discrimination, occupational<br>health/safety, and the design, development, manufacturing or sale of vehicles) of any Governmental Authority (collectively, “Laws”)<br>in an Authorized Territory, as amended from time to time, and, in each case, as may be directly applicable to this Agreement, Rivian,<br>Uber, or the Company Robotaxi. |
| --- | --- |
| d) | “Authorized Territory” means the Jurisdiction where the Company Robotaxi will be certified<br>for sale and operation in accordance with the MFA. |
| --- | --- |
| e) | “Base Vehicle” means the motor vehicle currently manufactured by Rivian and referred<br>to as the “R2” as certified for sale to end users in the United States (U.S.). |
| --- | --- |
| f) | “Change” means any modification, alteration, addition, or deletion made to: (i) the<br>Robotaxi Upfits, (ii) Company Robotaxi, including [***]; or (iii) the Delivery Location or the means and methods of shipment<br>and packaging of the Company Robotaxi as the context requires hereunder. |
| --- | --- |
| g) | “Component Parts” means the components, parts, assemblies, packaging (inbound and outbound),<br>direct materials, and indirect materials (including, without limitation, [***]), hardware, and software included in or on the Company<br>Robotaxi or otherwise used in the assembly, manufacture, delivery, and Service of the Company Robotaxi, including, without limitation,<br>the ADS Hardware. |
| --- | --- |
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| h) | “Contract Documents” means (i) the MFA; (ii) this Agreement; (iii) all<br>schedules, attachments, and exhibits to this Agreement specifically referenced herein; (iv) the Orders; and (v) any other agreements<br>entered into by the Parties from time to time in connection with this Agreement. |
|---|---|
| i) | “Delivery Location” means the location within the Authorized Territory for Delivery<br>of Company Robotaxi set forth in the Vehicle Purchase Agreement, unless otherwise designated by Uber or an Uber Designated Fleet Operator<br>in an Order, provided that any such designated location must be within the applicable Market for such Company Robotaxi unless otherwise<br>agreed between the Parties. |
| --- | --- |
| j) | “EPA” means the U.S. Environmental Protection Agency. |
| --- | --- |
| k) | “EV Credits” means all applicable tax benefits, rebates, incentives, and other benefits<br>and advantages related to electric vehicles, including any electric vehicle credits, available from any Governmental Authority in a Jurisdiction<br>within the Authorized Territory [***]. |
| --- | --- |
| l) | “Force Majeure Event” means fire, flood, earthquake, elements of nature or acts of<br>God, acts of war, acts that are generally recognized as terrorism, riots, civil disorders, rebellions or revolutions, strikes or labor<br>actions, pandemic, epidemic, directions or actions of governmental authorities, or any other similar cause beyond the reasonable control<br>of a Party. |
| --- | --- |
| m) | “Governmental Authority” means any national, international, federal, state, provincial,<br>or local government, or political subdivision thereof, or any multinational organization, or any authority, agency, or commission entitled<br>to exercise any administrative, executive, judicial, legislative, regulatory, or taxing authority or power, or any court or tribunal (or<br>any department, bureau or division thereof). |
| --- | --- |
| n) | “Governmental Investigation” means an investigation, inquiry or request for information<br>from a Governmental Authority concerning the Company Robotaxi. |
| --- | --- |
| o) | “Jurisdiction” means a country, state, county, city, province, or other municipality. |
| --- | --- |
| p) | “NHTSA” means the United States National Highway Traffic Safety Administration. |
| --- | --- |
| q) | “Non-Conformity” means any failure of a Company Robotaxi to conform to any of the Requirements<br>in all material respects. |
| --- | --- |
| r) | “Order” means a purchase order for Company Robotaxi vehicles issued by Uber or an Uber<br>Designated Fleet Operator in accordance with Exhibit A (Fleet Purchase Terms). |
| --- | --- |
| s) | “Personnel” means any agents, employees, contractors or subcontractors (including Suppliers)<br>engaged or appointed by a Party. |
| --- | --- |
| t) | [***]. |
| --- | --- |
| u) | “Recall” means any voluntary or mandatory notification and/or remedy campaign initiated<br>by Rivian or ordered by any Governmental Authority in which Company Robotaxi owners or operators are requested to have any safety issue,<br>Non-Conformity, or emission-related defect remedied [***]. |
| --- | --- |
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| v) | “Representatives” means a Party’s Affiliates and the respective officers, directors,<br>partners, shareholders, attorneys, third-party advisors, agents, employees, contractors, subcontractors, successors, and permitted assigns<br>of a Party and its Affiliates. |
|---|---|
| w) | “Requirements” means each of: (i) Applicable Laws; (ii) the Safety Standards;<br>(iii) Robotaxi Upfits; (iv) the Quality Standards; and (v) the Vehicle Warranty. |
| --- | --- |
| x) | “Rivian Manufacturing Facility” means any one of the following locations where Rivian<br>will manufacture the Company Robotaxi: [***]; and any other site in the United States designated by Rivian and agreed by Uber (not to<br>be unreasonably withheld, delayed, or conditioned). |
| --- | --- |
| y) | “Rivian Tooling” means all Tooling that is required or necessary to have the Company<br>Robotaxi (and any associated Component Parts) manufactured, assembled, delivered, and Serviced in accordance with the Requirements, whether<br>such Tooling is located at a Rivian Manufacturing Facility, the facility of a Supplier, or a Service Center. |
| --- | --- |
| z) | “Robotaxi Upfits” means, collectively, (i) the ADS Hardware and (ii) [***]. |
| --- | --- |
| aa) | “Robotaxi Upfits Price” has the meaning stated in Schedule B. |
| --- | --- |
| bb) | “Safety Standards” means, with respect to a particular Company Robotaxi, all applicable<br>motor vehicle safety standards in effect on the date of manufacture of such Company Robotaxi within the Jurisdiction to which such Company<br>Robotaxi will be delivered, which may include, without limitation, the U.S. Federal Motor Vehicle Safety Standards, New Car Assessment<br>Programs, and similar international, federal, state and local laws governing the design, development, manufacture, or sale of vehicles. |
| --- | --- |
| cc) | “Service” means any and all repair, replacement, and/or maintenance services, including<br>Vehicle Warranty work performed on Company Vehicles. |
| --- | --- |
| dd) | “Service Campaign” means a voluntary action, other than a Recall, initiated by Rivian<br>in order to implement a modification, repair, or notification that Rivian determines is appropriate or is otherwise consistent with customary<br>practice in the automotive industry to maintain the goodwill and reputation of Rivian, Uber, the Uber Designated Fleet Operators, or the<br>Company Robotaxi. |
| --- | --- |
| ee) | “Service Center” means an Uber or Uber Designated Fleet Operator service facility. |
| --- | --- |
| ff) | “Service Parts” means new or factory replacement Component Parts for Company Robotaxi. |
| --- | --- |
| gg) | “Standard Warranty” means the warranty included in [***] of the Company Robotaxi, the<br>terms of which are set forth in Exhibit B. |
| --- | --- |
| hh) | “Subcontractors” means subcontractors (of any tier), agents, and Suppliers of Rivian<br>(which may include Affiliates of Rivian). |
| --- | --- |
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| ii) | “Supplier” means a vendor that supplies Component Parts, Service Parts, and/or Tooling<br>to Rivian. |
|---|---|
| jj) | “Tariff” means a Tax imposed on the importation of any goods or products. |
| --- | --- |
| kk) | “Tax” means any and all present and future federal, state, provincial, and local sales,<br>use, value-added, excise, income, stamp and other taxes, levies, imposts, duties, deductions, charges, fees, or withholdings imposed,<br>levied, withheld or assessed by any Governmental Authority, together with any interest or penalties imposed thereon. |
| --- | --- |
| ll) | “Third Party” means a Person other than Uber, Company, or any of either Party’s Affiliates. |
| --- | --- |
| mm) | “Tooling” means all tooling, machinery, equipment (including [***]), dies, test and<br>assembly fixtures, jigs, gauges, patterns, casting patterns, cavities, molds, and related documentation (including [***]), together with<br>any accessions, attachments, parts, accessories, substitutions, replacements, and appurtenances thereto and related software utilized<br>in connection therewith. |
| --- | --- |
| nn) | [***]. |
| --- | --- |
| oo) | “Vehicle Warranty” means the Extended Warranty (set forth in Schedule B<br>of Exhibit A) and the Standard Warranty (set forth in Exhibit B). |
| --- | --- |
ARTICLE 2
SCOPE OF THE AGREEMENT; TERRITORY
2.1 Purpose of Agreement. The purpose of this Agreement is to define the terms and conditions that apply between the Parties with respect to Rivian’s development and manufacture of the Company Robotaxi.
2.2 Contract Documents. The contractual relationship between Uber and Rivian with respect to Rivian’s development and manufacture of the Company Robotaxi will be governed by the Contract Documents. Except as otherwise specifically provided herein, the Contract Documents may not be modified, superseded, or altered except by written agreement signed by an authorized representative of Uber and Rivian. The terms of any quotation, order, acknowledgment, bid, proposal, invoice, or other form issued by Uber or Rivian, whether printed, by telecopy, or by electronic data interchange are hereby rejected and will not be part of the Contract Documents unless specifically agreed to in a writing signed by both Parties.
2.3 Order of Precedence. In case of inconsistencies or conflicts pertaining to Rivian’s development and manufacture of the Company Robotaxi, the Contract Documents will prevail over each other in the following order of priority: (a) the MFA; (b) this Agreement; (c) all attachments to this Agreement specifically referenced herein; (d) the Orders; and (e) any other agreements entered into by the Parties from time to time in connection with this Agreement.
2.4 No Dealership Agreement. Notwithstanding anything to the contrary in the Contract Documents (including this Agreement) or the ultimate disposition, sale, license, or distribution of the Company Robotaxi, the Parties agree that neither this Agreement nor any other Contract Document is intended to be, and will not be construed as, a franchise, dealership, or other similar type of automotive retailer agreement. Without limiting the foregoing, the Parties agree that it is their express intent that this Agreement not be enforced in accordance with any Applicable Laws related to automotive franchises or dealerships with respect to the goods and services manufactured, sold, repaired, or otherwise maintained under this Agreement (each, a “Dealership Law”). If, notwithstanding the intent of the Parties, this Agreement is subject to Dealership Laws, the Parties expressly waive, to the full extent permitted by Applicable Law, each and every provision of such Dealership Laws that are different or additional to the terms and provisions of the Contract Documents. If any Dealership Laws cannot be waived by a Party, such Party agrees it is such Party’s intent that any provision of the Dealership Laws that are different or additional to the terms and conditions of the Contract Documents be interpreted as close as possible to the applicable provisions of the Contract Documents.
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2.5 Authorized Territories. During the Term, Rivian will review and confirm that the Company Robotaxis that are delivered in a Jurisdiction meet the requirements and standards of Governmental Authorities for validation or certification for operation (the “Validation Standards”) as applicable to such Jurisdiction. [***].
ARTICLE 3
ADS SOFTWARE AND VEHICLE DEVELOPMENT, MANUFACTURINGAND ENGINEERING
3.1 General. Without limiting the terms of this Article 3, Rivian or its Affiliates will dedicate sufficient engineering resources [***] to perform research, design, development, and engineering work (the “Engineering Work”) required to design, develop, manufacture, and deliver the Company Robotaxi in accordance with the Requirements. Rivian will have responsibility for product engineering related to the Company Robotaxi, including but not limited to testing, certification, and compliance with Applicable Laws and the Quality Standards. The Engineering Work includes all engineering, research, and development, including but not limited to, labor and material resources, including the use of Rivian Tooling, applied to complete the activities related to styling, design, testing, development, and certification of the Company Robotaxi. As further stated in this Agreement, Rivian will have [***] responsibility over its Suppliers with respect to the design, development, and manufacturing of the Company Robotaxi.
3.2 Development and Manufacturing of the Company Robotaxi.
| a) | General. Subject to the terms and conditions of this Agreement, Rivian will design, develop, manufacture,<br>test, label, package, store, handle, and perform such other services reasonably required to produce, manufacture, deliver, and sell Company<br>Robotaxi vehicles in accordance with the Requirements. |
|---|---|
| b) | Rivian Resources. Except as otherwise expressly provided in this Agreement, as between the Parties,<br>Rivian is responsible for providing the facilities, land, Personnel, Component Parts, software, materials, technical knowledge, training,<br>expertise, and other resources reasonably necessary to manufacture and deliver the Company Robotaxi in accordance with the Requirements. |
| --- | --- |
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| c) | Production-Intent AVs. Unless otherwise expressly stated herein, the Production-Intent AVs (as<br>defined in Exhibit A of the Subscription Agreement) [***] shall be [***]. |
|---|---|
| d) | Base Vehicle End of Life. Rivian may terminate production of the Base Vehicle [***] and, in such<br>event, Rivian may also terminate production of the Company Robotaxi. In the event that Rivian intends to terminate production of the Base<br>Vehicle during the Term, and such termination would impact Rivian’s production of the Company Robotaxi, Rivian will provide Uber<br>with not less than [***] notice prior to the end of production date for Company Robotaxi. Upon Uber’s request, and subject to Sections<br>[***] of the MFA, Rivian will negotiate in good faith to extend production of the Company Robotaxi to meet Uber’s requirements for<br>the Company Robotaxi through the end of the Term. If Rivian is unable to extend production, or identify a suitable alternative without<br>an increase in pricing to Uber, and Uber has not fulfilled its Volume Guarantee and does not reasonably forecast fulfilling its Volume<br>Guarantee prior to the Base Vehicle’s end of production, then [***]. |
| --- | --- |
3.3 Development of Autonomous Driving Software.
| a) | ADS Development and Conformance with Requirements. Rivian will design, develop, test, and perform<br>such other services reasonably required to produce and deliver the ADS fully integrated into the ADS Hardware with and onto the Base Vehicle<br>in accordance with the Requirements and this Agreement. For the avoidance of doubt, the ADS will operate all the controls and other components<br>of the Company Robotaxi that the ADS is designed to control (e.g., [***]) in accordance with the Requirements. If any services, functions,<br>or responsibilities not specifically described herein are required to enable any of the foregoing, such services, functions, or responsibilities<br>will be deemed to be implied by and included within the scope of this Agreement to the same extent and in the same manner as if expressly<br>described herein. Rivian will implement and maintain processes and procedures to promptly remedy any Non-Conformity in and caused by the<br>ADS. |
|---|---|
| b) | ADS Updates and New Releases. Rivian will ensure that each Company Robotaxi has the most recent<br>versions, releases, or other updates to the ADS at the time of shipment to Uber. During [***], Rivian will make available any new versions,<br>releases, or other updates to the ADS, whether via OTA or other method designated by Rivian and agreed by Uber, including any new versions,<br>releases, or other updates reasonably required [***] to the Company Robotaxi throughout [***], (collectively, “Technology Updates”),<br>in each case without resulting in any Non-Conformities. For clarity, and without limiting the generality of the foregoing, Rivian will<br>be responsible for pushing all applicable over-the-air (“OTA”) Technology Updates to the Company Robotaxi without additional<br>cost or expense to Uber [***]. All Technology Updates will be subject to the applicable representations and warranties under this Agreement. |
| --- | --- |
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| c) | Safety Plan and Safety Case. In support of the intended commercial use of the Company Robotaxi<br>operated on the Uber Platform, Rivian will develop a Safety Plan and Safety Case consistent with industry standards [***]. |
|---|
(i) [***];
(ii) [***];
(iii) [***];
(iv) [***];
(v) [***];
(vi) [***].
3.4 Base Vehicle Software Updates. Rivian will have primary responsibility to ensure that the Base Vehicle has the most recent versions, releases, or other updates to Base Vehicle software at the time of shipment to Uber. During [***], Rivian will make available any new versions, releases, or other updates to the software, whether via OTA or other method designated by Rivian, including any new versions, releases, or other updates reasonably required as a result of any Changes to the Company Robotaxi throughout [***]. Without limiting Company’s responsibilities under this Section, Company will provide Uber OTA access to certain Base Vehicle electronics, such as the in-vehicle entertainment system, to enable Uber to push its OTA software updates to these electronics. Any access to Company’s APIs for OTA access will be subject to standard API terms and conditions.
3.5 Quality Standards. Rivian will manufacture the Company Robotaxi in compliance with manufacturing quality standards [***] (such standards, the “Quality Standards”) [***].
3.6 Testing and Inspection. Prior to any Company Robotaxi vehicle leaving the Rivian Manufacturing Facility, Rivian will inspect and test each Company Robotaxi vehicle in accordance with the inspection and testing standards set forth in the Quality Standards. Upon Uber’s prior written request, Rivian will consider [***] requests for Uber or its designated Representatives to inspect and observe the manufacture and testing of any Company Robotaxi vehicles at the Rivian Manufacturing Facility, provided that the visit does not disrupt Rivian’s ongoing business operations or Personnel.
ARTICLE 4
RIVIAN MANUFACTURING FACILITY; TOOLING; SUPPLYCHAIN
4.1 Capacity Constraints*.* In the event of any capacity constraints [***] (“Capacity Constraints”), Rivian will [***]. Rivian will [***] find an alternative source of supply of the impacted Component Parts during the period of constrained supply to the extent practicable or, to the extent not practicable, identify alternative solutions as promptly as feasible.
4.2 Rivian Tooling. Rivian, or its Suppliers, will be responsible for purchasing or building all Rivian Tooling necessary to manufacture and assemble the Company Robotaxi and any Component Parts. Unless otherwise agreed by Uber pursuant to a separate agreement between the Parties, Uber will not provide Rivian any Tooling for the Company Robotaxi or any Component Parts. Rivian [***] will be responsible for any and all costs and expenses associated with Rivian Tooling. Without limiting the foregoing, Rivian, at its sole cost and expense, agrees to perform all necessary repair, replacement, and maintenance on Rivian Tooling, including keeping the Rivian Tooling in the condition necessary to manufacture and assemble the Company Robotaxi in accordance with this Agreement.
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4.3 Supply Chain Matters.
| a) | Suppliers. Rivian will be solely responsible for the Suppliers of all Rivian Tooling Component<br>Parts and ADS development and integration for the Company Robotaxi. |
|---|---|
| b) | Supply Agreements. Except as otherwise expressly agreed by the Parties, Rivian will procure [***]<br>all: (i) Component Parts necessary for the manufacture and assembly of the Company Robotaxi; and (ii) Service Parts required<br>for the repair of the Company Robotaxi, in each case, from the Suppliers or any additional or substitute Suppliers as Rivian determines<br>from time to time, subject to the terms of the Aftermarket Services Agreement. |
| --- | --- |
4.4 Subcontractors.
| a) | Final Responsibility. Rivian will be solely responsible for manufacturing and supplying the Company<br>Robotaxi in accordance with the terms hereof. Rivian may subcontract any of its obligations under this Agreement; provided that Rivian<br>remains fully responsible for all work performed by its Subcontractors. Rivian is solely responsible for making all payments due to that<br>Subcontractor and Uber is not responsible for any payments (including making payments) to any Subcontractor. The direction and supervision<br>of Rivian’s and any Subcontractor’s employees rest exclusively with Rivian or such Subcontractor. Without limiting the foregoing,<br>Rivian must ensure that the terms of each subcontract with a Subcontractor are consistent with the terms of this Agreement (to the extent<br>applicable to such Subcontractor). |
|---|---|
| b) | Subcontractor Failure. Rivian agrees that it is responsible for any act or omission of any Subcontractor<br>that would constitute a breach of this Agreement if made or omitted by Rivian as though Rivian had so acted or failed to act. |
| --- | --- |
ARTICLE 5
JOINT STEERING COMMITTEE
5.1 Steering Committee. The terms of Section 10.2 of the MFA are incorporated herein mutatis mutandis.
ARTICLE 6
REGULATORY COMPLIANCE
6.1 Motor Vehicle Safety Conformance and Certification.
| a) | Conformance. |
|---|
(i) Vehicle Conformance. Rivian will ensure [***] that each Company Robotaxi, as delivered to Uber: (i) conforms to all applicable Safety Standards and other Applicable Laws in effect on the date of manufacture in the Jurisdiction for which the Company Robotaxi was ordered; and (ii) includes all certification labels, manuals, signage, and other documents required by Governmental Authorities or Applicable Laws in such Jurisdiction that are necessary for the Company Robotaxi to be sold and operated on public roads in such Jurisdiction.
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(ii) ADS Conformance. Rivian will ensure that the ADS conforms to all Safety Standards and other Applicable Laws and will maintain ongoing compliance of the ADS.
| b) | Testing Data. Rivian will maintain, at its sole cost and expense, complete and accurate copies<br>of all testing, data, and related certification documentation required by Governmental Authorities in the Authorized Territories for the<br>Company Robotaxi. Rivian will provide such documentation directly to NHTSA or other Governmental Authorities if required in connection<br>with an investigation, a subpoena, or other legal requirement. [***]. |
|---|
6.2 Compliance and Assistance. Rivian is responsible for obtaining and maintaining throughout the Term any and all required permits, licenses, or approvals from any Governmental Authority in the Authorized Territories that are necessary or appropriate for its performance under this Agreement.
6.3 Traceability. Rivian will ensure for each Company Robotaxi the traceability of the Company Robotaxi in compliance with Applicable Law in the Authorized Territory, including, [***].
6.4 Vehicle Identification Numbers. Rivian will obtain and place on each Company Robotaxi proper vehicle identification numbers (“VIN”) for each Company Robotaxi that is Delivered to Uber or an Uber Designated Fleet Operator in accordance with Applicable Law.
6.5 Conflict Minerals. Upon Uber’s reasonable request, Rivian will provide to Uber only such information and written certifications that Rivian has already assembled for Rivian’s own compliance with Section 1502 of the Dodd-Frank Act and Rule 13p-1 and Form SD under the Securities Exchange Act of 1934, as amended, and other Applicable Laws with respect to “conflict minerals.” For clarity, Rivian shall not be required to conduct additional inquiries or perform additional due diligence beyond what Rivian undertakes for its own compliance purposes with respect to the Base Vehicle.
6.6 Emissions Certification. To the extent any vehicle emissions requirements applicable to the Company Robotaxi are in effect during the Term in any Jurisdiction in the Authorized Territory pursuant to Applicable Laws, Rivian will be responsible for obtaining the applicable emissions certification of the Company Robotaxi in accordance with the Applicable Laws of such Jurisdiction including, without limitation, greenhouse gas emission standards, the requirements of the California Air Resource Board and the EPA, and any similar Applicable Laws in the Authorized Territories.
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6.7 Reports to Governmental Authorities.
| a) | General. Rivian will submit to the applicable Governmental Authority reports and data (each, a<br> “Government Report”) applicable to the manufacture and operation of Company Robotaxis that are required to be submitted<br>under Applicable Law in the Authorized Territory, including, without limitation, the U.S. Transportation, Recall, Enhancement, Accountability,<br>and Documentation Act. [***]. |
|---|---|
| b) | Defect Reports. Rivian will prepare and submit to Governmental Authorities any defect and non-compliance<br>reports required to be submitted under Applicable Laws on the Company Robotaxi; provided, however, upon Rivian’s written request,<br>Uber will promptly provide Rivian with information in Uber’s possession that is reasonably necessary for such Government Reports<br>to be prepared including with respect to: (i) Emissions Defect Information Reports as may be required pursuant to 40 C.F.R. §85.1901<br>et seq., any Emission Warranty Information Reports as may be required pursuant to 13 C.C.R. §2141 et seq., and any other similar<br>emission-related defect and warranty submissions as may be required pursuant to the Applicable Laws of any Jurisdiction in the Authorized<br>Territory; or (ii) any foreign defect reports that Rivian must submit under Applicable Law including, without limitation, 49 C.F.R.<br> §579, Subpart B. |
| --- | --- |
ARTICLE 7
VEHICLE PURCHASE; FLEET PURCHASE TERMS
7.1 Vehicle Purchase and Ordering. Uber and/or Uber Designated Fleet Operators will purchase Company Vehicles and Company Robotaxis from Rivian in accordance with, and subject to the terms of, Section 3.2 of the MFA and this Agreement.
7.2 Fleet Purchase Terms. All matters relating to the ordering, delivery, and post-delivery servicing of the Company Robotaxi will be governed by the terms and conditions set forth in Exhibit A (the “Purchase Terms”).
ARTICLE 8
COMPANY ROBOTAXI PRICES; SPARE PARTS
8.1 Purchase of Company Robotaxi. Uber and/or Uber Designated Fleet Operators will purchase Company Vehicles and Company Robotaxis in accordance with the terms and conditions set forth in Exhibit A (the “Purchase Terms”).
8.2 Company Robotaxi Price. The Vehicle Purchase Price for the Company Robotaxi is set forth in Schedule B.
8.3 EV Tax Credits and Tax Incentives. With respect to the Company Robotaxi: (a) [***] will be entitled to retain all EV Credits and Tax Incentives that accrue to the purchaser of electric vehicles (if any); and (b) [***] will be entitled to retain all EV Credits and Tax Incentives that accrue to the manufacturer of electric vehicles (such as greenhouse gas credits) (if any). [***]. “Tax Incentive” means any current or future federal, state, provincial, or local tax credit, deduction, exemption, rebate, or subsidy, including transferable credits or accelerated depreciation allowances, arising from the purchase or operation of the Company Robotaxi.
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8.4 Provision of Spare Parts. [***].
8.5 Financial Obligations. Except as otherwise provided in this Agreement, each Party will be responsible for its own costs and expenses related to the performance and completion of its respective responsibilities and obligations under this Agreement and the preparation, execution, and delivery of this Agreement.
ARTICLE 9
CHANGE MANAGEMENT
9.1 Base Vehicles. [***].
9.2 [***] Changes.
| a) | [***] Change Notice. [***]. |
|---|---|
| b) | [***] Significant Change or Improvement Change. [***]. |
| --- | --- |
| c) | [***] Regulatory Change. [***]. |
| --- | --- |
| d) | Cost. [***]. |
| --- | --- |
9.3 [***] Changes.
| a) | [***] Changes. [***]. |
|---|---|
| b) | [***] Unique Changes and Common Changes. [***] (x) [***] (y) [***], [***] (z) [***]. |
| --- | --- |
9.4 Improvements. Subject to Section 9.1 - 9.3, during the Term, Rivian may develop and implement improvements (each, an “Improvement”) to the Company Robotaxi, including any such Improvements that are designed to: (a) mitigate obsolete components; or (b) improve manufacturability of the Company Robotaxi.
9.5 Documentation. Rivian will provide to Uber all reasonably requested documentation for each Improvement to a Company Robotaxi.
ARTICLE 10
WARRANTIES
10.1 Representations and Warranties Under the MFA. The Representations and Warranties under Section 9 of the MFA are incorporated hereunder mutatismutandis.
10.2 Company Robotaxi Warranties. In addition to Section 10.1, Rivian represents and warrants to Uber the performance of the Company Robotaxi pursuant to the Vehicle Warranty.
10.3 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THIS AGREEMENT, EACH PARTY MAKES NO OTHER REPRESENTATIONS, WARRANTIES, GUARANTEES, OR CONDITIONS WHATSOEVER, WHETHER VERBAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF DURABILITY, MERCHANTABILITY, FITNESS FOR PURPOSE, TITLE, AND NON-INFRINGEMENT.
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ARTICLE 11
FIELD ISSUES; RECALLS; SERVICE CAMPAIGNS; GOVERNMENTALINVESTIGATIONS
11.1 Investigation of Field Issues. The Parties [***] product issues that may exist in all or a defined subset of Company Robotaxis that may involve [***] safety or noncompliance with a Federal Motor Vehicle Safety Standard or governmental emissions control standard (“Field Issues”). Each Party will promptly report to the other Party any matter that such Party determines is a Field Issue following such Party’s standard practice for investigating potential Field Issues.
11.2 Governmental Investigations.
| a) | Investigations. Each Party will promptly, and in any event within [***] of receipt, notify the<br>other Party upon the receipt of a Governmental Investigation or government finding of a safety defect or noncompliance with any Safety<br>Standards or governmental emissions control or regulation or other Applicable Law relating to the Company Robotaxi. If Uber receives an<br>inquiry from Governmental Authorities about Company Robotaxi sold to Uber or the Uber Designated Fleet Operators, Uber will forward that<br>inquiry to Rivian and the Parties will coordinate a response. Uber will cooperate, upon Rivian’s reasonable request, with any Governmental<br>Investigation or government request for information or government finding of a safety defect or noncompliance with any Safety Standards<br>or governmental emissions control or regulation or other Applicable Law relating to the Base Vehicles. |
|---|---|
| b) | Cooperation. In connection with any request for any data or information and any allegations or<br>inquiries from Governmental Authorities concerning suspected or alleged safety defects or noncompliance with any governmental safety standard<br>or regulation, emissions-control standard or regulation in the Authorized Territory relating to the Company Robotaxi, or other Applicable<br>Law relating to any Company Robotaxi, the Parties will reasonably cooperate in good faith to address such request. [***]. |
| --- | --- |
| c) | Governmental Authority Meetings. [***]. |
| --- | --- |
| d) | Exclusions. The foregoing obligations will not be applicable to the extent a Party is either requested<br>or prohibited by a Governmental Authority from engaging in any of the above actions or communications. |
| --- | --- |
11.3 Governmental Finding. In the event of a finding by any Governmental Authority of any safety-related defect or noncompliance with any Safety Standard or other Applicable Law relating to the Company Robotaxi, the Party receiving notice of such finding shall notify the other Party within [***].
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11.4 Recalls; Service Campaigns.
| a) | Decision Authority. [***]. |
|---|---|
| b) | Notices. Rivian will prepare all notices, bulletins, and other communications regarding Field Issues<br>or other defects in the Company Robotaxi; provided, however, Uber will timely provide information necessary for Rivian to distribute notices,<br>bulletins and other communications to Uber Designated Fleet Operators regarding defects or non-compliances in the Company Robotaxi. |
| --- | --- |
| c) | Costs and Remediation. If any of the Company Robotaxi are the subject of a Recall or Service Campaign,<br>then Rivian will perform repairs or cause repairs to be performed [***] in accordance with the Aftermarket Services Agreement. |
| --- | --- |
ARTICLE 12****CONFIDENTIALITY; INDEMNIFICATION; LIMITATION OF LIABILITY; DISPUTE RESOLUTION
12.1 Confidentiality. Section 13.1 (“Confidentiality”) of the MFA is incorporated herein and applies hereunder mutatis mutandis.
12.2 Indemnification Under the MFA. Sections 11.1 - 11.6 of the MFA are incorporated herein and apply hereunder mutatis mutandis.
12.3 Limitation of Liability. Section 12 (“Limitation of Liability”) of the MFA is incorporated herein and applies hereunder mutatismutandis. For the avoidance of doubt, the limitations stated in Section 12 of the MFA apply to all damages and other liabilities that may accrue under the MFA, the Vehicle Purchase Agreements, and this Agreement collectively.
12.4 Dispute Resolution. Section 10.3 (“Dispute Resolution”) and Section 15.1 (“Arbitration Agreement, Venue, and Attorneys' Fees”) of the MFA are incorporated herein and apply hereunder mutatis mutandis.
ARTICLE 13****TERM AND TERMINATION
13.1 Term. The effectiveness of this Agreement commences on the Effective Date and, unless sooner terminated in accordance with its terms, will continue until expiration or termination of the MFA (the “Term”).
13.2 Termination for Cause. Either Party may terminate this Agreement for cause in its entirety upon [***] prior notice, if the other Party:
| a) | materially breaches any covenant, representation or warranty hereunder or materially fails to perform<br>any duties or obligations as set forth in this Agreement, and fails to cure such breach or failure within [***] of notice of such breach<br>or failure from the other Party; or |
|---|
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| b) | (i) files a voluntary petition in bankruptcy or has an involuntary bankruptcy petition filed against<br>it, which is not dismissed within [***] after its institution; (ii) is adjudged as bankrupt by a court of competent jurisdiction;<br>(iii) has a receiver, trustee, conservator or liquidator appointed for all or a substantial part of its assets; (iv) ceases<br>to do business; (v) commences any dissolution, liquidation or winding up; or (vi) makes an assignment of its assets for the<br>benefit of its creditors. |
|---|
13.3 Survival. The terms set forth in [***] will survive any termination or expiration of this Agreement, and [***] shall survive [***].
ARTICLE 14
EXPORT COMPLIANCE
14.1 Import/Export; Customs Clearance. Rivian or its designated agent: (a) will be the importer and exporter of record on all cross-border transfers, returns, and other shipments of Company Robotaxi between the Parties; (b) will not list Uber on any import, export, or other customs documentation except as may be required by Applicable Law; and (c) will be directly responsible for ensuring that such cross-border transfers, returns, and other shipments comply with all export, import, and other Applicable Laws (including export licensing, shippers export declaration, and export invoice). As the importer and exporter of record, Rivian or its designated agent will be responsible for preparing all necessary documentation. Without limiting the foregoing, any export or import document must, among other matters, separately itemize and state the separate value for each item of hardware, software, set-up, and any non-dutiable service.
14.2 [***]. If necessary for Uber or the Uber Designated Fleet Operators to export the Company Robotaxis, [***]. As reasonably requested by Uber, Rivian will provide Uber with such information in its possession as required by Applicable Law for [***].
14.3 Export Control Laws. The Company Robotaxi, Component Parts, products, services, and/or technical data delivered under this Agreement may be subject to U.S. and other applicable export control Laws and regulations (each, an “Export Control Law”), including, but not limited to, the International Traffic in Arms Regulations or the Export Administration Regulations and/or U.S. Export Control List(s) (as defined in the Export Control Laws). The Parties will comply with all U.S. and other country’s applicable Export Laws and will not export, re-export or transfer items without first obtaining all required licenses and approvals. Compliance with these Laws includes, but is not limited to, abiding by U.S. sanctions, embargoes, and prohibitions on transactions with restricted parties.
ARTICLE 15
COMPLIANCE WITH LAWS; PERMITS AND LICENSES
15.1 Licenses and Compliance. Each Party will be responsible for obtaining and maintaining all site licenses, permits, and registrations required for such Party to perform its obligations under this Agreement.
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15.2 Compliance with Applicable Laws. Each Party will comply with all Applicable Laws specifically applicable to the Party or its performance under this Agreement.
15.3 Gratuities and Ethical Compliance. Each Party warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities to employees, agents, or representatives of the other with a view toward securing favorable treatment with respect thereto. Each Party hereafter agrees that its employees, agents, and contractors who are performing services for the other Party on its behalf will be made aware of, and will comply with, the foregoing ethical requirements of the other Party which are set forth above. Each Party has not and, to its actual knowledge, none of its employees, officers, or agents at any time during the last [***] have: (a) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of Applicable Law; (b) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the Applicable Laws of the United States or any jurisdiction thereof, or (c) have utilized child, slave, prisoner, or any other form of forced or involuntary labor, or engaged in abusive employment or corrupt business practices in the performance of their respective obligations under or in connection with this Agreement.
15.4 U.N. Convention. The 1980 United Nations Convention on Contracts for the International Sale of Goods, to the extent it may be deemed to apply, will not apply to this Agreement or any transactions pursuant hereto.
ARTICLE 16
AUDIT AND INSPECTION
16.1 Audits. Rivian will maintain and retain complete and accurate books and records relating to the Robotaxi Upfits under this Agreement. Rivian will also maintain and retain any other records required to be maintained under this Agreement or required to be kept by Applicable Laws. All such records will be retained by Rivian for a period of at [***] after any termination of this Agreement, or longer if required by Applicable Law. [***] Nothing in this Agreement will be deemed to provide Uber or its Representatives any rights to review or inspect records relating to other customers of Rivian or records which are not reasonably related to the Robotaxi Upfits under this Agreement.
16.2 No Disruption. Notwithstanding anything to the contrary in this ARTICLE 16, [***]
ARTICLE 17
MISCELLANEOUS
17.1 Rights in Bankruptcy. The Parties agree, each on behalf of itself and its Affiliates, that each Party will retain and may fully exercise all rights and licenses under this Agreement in all circumstances, including in any future bankruptcy or insolvency proceeding involving the other Party or any of its Affiliates, whether as licensees of intellectual property in a case where the Party is a debtor under the United States Bankruptcy Code (the “U.S. Bankruptcy Code”) or similar Laws of other countries, applicable non-bankruptcy Laws, or otherwise. Without limiting the foregoing, if there is a bankruptcy or insolvency proceeding under the U.S. Bankruptcy Code or similar Laws of other countries where a Party is a debtor (including in any proceeding where a trustee is appointed), that Party acknowledges and agrees, on behalf of itself and its Affiliates, that: if a court of competent jurisdiction approves the rejection of this Agreement under Section 365 of the Bankruptcy Code or similar Applicable Laws of other countries: (a) such rejection will not result in termination of any of the other Party’s rights and licenses under this Agreement; (b) the rights and licenses granted to the other Party under this Agreement will be treated as licenses of “intellectual property” for purposes of Section 365(n) of the Bankruptcy Code or similar Applicable Laws of other countries and, accordingly, the other Party will retain and may fully exercise all of its rights and elections under the Bankruptcy Code or similar Laws of other countries with respect to the rights and licenses granted to that Party under this Agreement; and (c) without limiting the foregoing, in the event such Party elects to retain its rights and licenses under this Agreement, upon written request of such Party to the other Party or any trustee appointed in the proceeding, pursuant to Section 365(n) of the U.S. Bankruptcy Code or similar Applicable Laws of other countries, the debtor Party or such bankruptcy trustee (i) will provide the other Party with any materials that are the subject of the rights and licenses granted to that Party described in this Agreement (or any agreement supplementary to this Agreement), and any intellectual property otherwise required to be provided to such Party under this Agreement that is held by the debtor Party or such trustee (including any embodiment thereof); and (ii) will not interfere with the rights of the other Party provided in this Agreement to the materials and intellectual property that are the subject of the rights and licenses described in this Agreement, including any right to obtain such materials from any other entity. Neither Party nor any of its Affiliates may (and the applicable Party, on behalf of itself and its Affiliates, hereby irrevocably waives any right to) object to or challenge any assertion of and reliance on the matters described in this Section 17.1 by the other Party.
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17.2 Relationship of the Parties; Onsite Employees.
| a) | Relationship of the Parties. This Agreement will not be deemed to create any partnership, joint<br>venture, agency, or employment relationship between the Parties. Each Party will act hereunder as an independent contractor, and neither<br>Party nor its Representatives will have any right or authority to assume, create or incur any liability or obligation of any kind, express<br>or implied, on behalf of, or in the name of, the other Party by virtue of this Agreement. Each Party will make all of its own staffing<br>decisions with respect to its obligations under this Agreement. Without limiting the foregoing, each Party is solely responsible for its<br>employees including, without limitation, the payment of compensation and benefits and payments or withholdings to governmental agencies<br>relating to its employees. The Parties agree and acknowledge that in the course of such Party’s performance of this Agreement, no<br>Party will construe any employee of the other Party as its own employee, and nothing in this Agreement will make any employees of a Party<br>an employee of the other Party. |
|---|---|
| b) | Onsite Employees. Subject to the Parties’ respective rights and obligations under the NDA,<br>the Parties may arrange for appropriate employees and representatives of each Party to have reasonable access to the premises of the other<br>Party for the purpose of carrying out their respective obligations under this Agreement. [***]. |
| --- | --- |
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17.3 Notices. Any notices required or permitted under this Agreement shall be in writing, shall refer specifically to this Agreement, and shall be sent by recognized national or international overnight courier, electronic mail or registered or certified mail, postage prepaid, return receipt requested, or delivered by hand to the below addresses for the applicable recipient. Notices under this Agreement will be deemed to be duly given: (a) when delivered by hand; (b) upon electronic mail transmission; (c) [***] after deposit with a recognized national or international courier; or (d) on the delivery date indicated in the return receipt for registered or certified mail. A Party may change its contact information immediately upon written notice to the other Party in the manner provided in this Section 17.3.
If to Uber:
Uber Technologies, Inc.
1725 3rd Street
San Francisco, California
94158
Attn: Legal Department
With a copy to:
Email: [***]
If to Rivian:
Rivian, LLC
14600 Myford Road
Irvine, CA 92606
[***]
With a copy to:
[***]
17.4 Assignment. Neither this Agreement, nor any rights or obligations hereunder, may be transferred, assigned or delegated (by operation of law or otherwise) by either Party without the prior written approval of the other Party; provided, however, that each Party may assign this Agreement, and its rights and obligations hereunder, in its entirety, without such consent, to an Affiliate of such Party or to any successor entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of such Party’s voting securities or assets; provided further that Company may not assign this Agreement to [***]. Any attempt to assign this Agreement in contravention of the foregoing shall be void ab initio. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. A Change of Control will be deemed an assignment for purposes of this Section 17.4. [***].
17.5 Joint Drafting. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as having been jointly drafted by the Parties hereto and given that each Party had an equal opportunity to negotiate (and to consult with counsel in respect of) this Agreement, no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
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17.6 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Third Party any right, benefit or remedy of any nature whatsoever under, or by reason of, this Agreement.
17.7 Amendment and Modification. No supplement, modification, or amendment of this Agreement or any of the other Contract Documents will be binding unless executed in writing by a duly authorized officer of each of the Parties.
17.8 Governing Law. This Agreement or the performance, enforcement, breach, or termination hereof shall be construed, governed, and interpreted in accordance with the laws of the state of California without regard to its conflict of laws principles.
17.10 Cumulative Remedies. The rights and remedies provided for in this Agreement are cumulative and in addition to any other or further rights and remedies available at law or in equity.
17.11 Force Majeure. If and to the extent that a Party’s (a “Non-Performing Party”) performance of any of its obligations (other than payment obligations) pursuant to this Agreement is materially prevented, hindered or delayed by a Force Majeure Event, and such non-performance, hindrance, or delay could not have been prevented by reasonable precautions by the Non-Performing Party and the Non-Performing Party is without fault, then the Non-Performing Party will be excused for such non-performance, hindrance, or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Non-Performing Party continues to use commercially reasonable efforts to recommence performance and to mitigate the impact of its non-performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The Non-Performing Party will promptly notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.
(a) NoPayment for Unperformed Services; No Additional Payments. If Rivian fails to perform Rivian’s obligations in accordance with this Agreement due to the occurrence of a Force Majeure Event or disaster, the applicable costs will be adjusted in a manner such that Uber is not responsible for the payment of any amounts for the portion of those Rivian obligations that Rivian fails to fulfill. Rivian will not be entitled to any additional payments from Uber as a result of any Force Majeure Event.
17.12 Publicity. Except as otherwise expressly permitted under this Agreement, neither Party may make any announcement about or advertise the existence of this Agreement or disclose or otherwise make available any of its terms and conditions without the prior consent of the other Party. In each instance, the Party providing such consent will have at least [***] opportunity to review and provide comments to the content of and prior to such public disclosure, which comments will be reasonably considered and included by the Party seeking such consent. Notwithstanding anything to the contrary, each Party may make such disclosures concerning its entry into, and the terms and conditions of, this Agreement determined by such Party as necessary under Applicable Law or rules of a securities exchange, provided that such Party shall provide [***] opportunity to review and provide comments to the content of and prior to such public disclosure, which comments will be reasonably considered by the disclosing Party.
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17.13 Waiver. The failure of either Party at any time to enforce any of the provisions of this Agreement or any right with respect thereto, or to exercise any option provided in this Agreement, will in no way be construed to be a waiver of such provisions, rights, or options or in any way affect the validity of this Agreement. No waiver of any provision of this Agreement will be deemed or will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the Party making the waiver.
17.14 Interpretation. In this Agreement and the exhibits, schedules, attachments, and appendices (each, an “Attachment”) to this Agreement: (a) the Attachments to this Agreement are hereby incorporated into this Agreement and references to this Agreement include such Attachments; (b) references to an Attachment or Section will be to such Attachment or Section of this Agreement, unless otherwise provided; (c) all headings are for reference purposes only and do not affect the interpretation of this Agreement; (d) references to any Law will mean references to such Law as changed, supplemented, amended, or replaced; (e) unless the context otherwise requires, the word “or” will be interpreted in the inclusive sense (i.e., “and/or”); (f) the word “including” (and its grammatical variations) will be deemed to be followed by “without limitation”; (g) the phrases “such as”, “for example”, or “e.g.,” will be deemed to mean “for example but without limitation”; (h) “will” will be construed to mean “will” and vice versa; (i) the singular will include the plural and vice versa; (j) a “year” means a calendar year, a “quarter” means a calendar quarter, a “month” means a calendar month and a “day” means a calendar day, unless otherwise described; (k) a capitalized term not defined but reflecting a different form or part of speech than a capitalized term that is defined will be interpreted in a correlative manner; and (l) this Agreement has been drafted in English, any translation into any other language will not be an official version of this Agreement and in the event of any conflict in interpretation between the English version and such translation, the English version will govern. The Attachments referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
17.15 Severability. In the event that any one or more of the provisions contained herein will for any reason be held to be invalid or unenforceable, such invalidity or unenforceability will not affect any other provision of this Agreement. This Agreement will then be construed as if such invalid or unenforceable provision had never been contained herein and such invalid/unenforceable provision(s) will be replaced with valid and enforceable provision(s), the commercial effect of which will be as similar as possible to the invalid or unenforceable provision.
17.16 Entire Agreement. This Agreement, the MFA, and any Attachments or other documents executed in connection with this Agreement, together with any agreements expressly incorporated into this Agreement and all recitals in this Agreement (which recitals are incorporated as covenants of the Parties), constitute the entire understanding of the Parties in connection with the subject matter of this Agreement. This Agreement, together with the MFA, supersedes and constitutes a merger of all prior and contemporaneous proposals, negotiations, representations, understandings, commitments, and agreements, whether oral or written, with regard to the subject matter and provisions of this Agreement.
17.17 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same agreement. Each of the representatives executing this Agreement on behalf of the Parties represents and warrants that he or she possesses the corporate power and authority to execute this Agreement on behalf of the respective Parties and that this Agreement has been duly authorized by the Parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties’ duly authorized representatives have executed this Agreement as of the Effective Date.
| UBER TECHNOLOGIES, INC. | |
|---|---|
| By: | /s/ Sarfraz Maredia |
| Name: | Sarfraz Maredia |
| Title: | Global Head of Autonomous Mobility & Delivery |
| RIVIAN, LLC | |
| By: | /s/ Claire McDonough |
| Name: | Claire McDonough |
| Title: | Chief Financial Office |
Exhibit 99.1
Uber and Rivian Partner to Deployup to 50,000 Fully Autonomous Robotaxis
| ● | Uber to invest up to $1.25 billion in Rivian through 2031, subject to the achievement of autonomous performance milestones |
|---|---|
| ● | Uber, or its fleet partners, expected to purchase 10,000 fully autonomous R2 robotaxis with the option to purchase up to 40,000 more<br>in 2030 |
| --- | --- |
| ● | Initial commercial deployments planned for San Francisco and Miami in 2028, scaling to 25 cities through 2031 |
| --- | --- |
SAN FRANCISCO & IRVINE, Calif., March 19,2026 - Rivian Automotive, Inc. (NASDAQ: RIVN) and Uber Technologies, Inc. (NYSE: UBER) today announced a partnership to help accelerate both companies’ autonomous vehicle plans, expecting to deploy 10,000 fully autonomous R2 robotaxis in the first phase of R2 robotaxi deployment. Initial deployments are expected to begin in San Francisco and Miami in 2028 and will expand to 25 cities by 2031.
Uber will invest up to $1.25 billion in Rivian through 2031, subject to the achievement of certain autonomous milestones by specific dates, building towards a scaled, fully-autonomous fleet of Rivian R2 robotaxis, which will be available exclusively through the Uber platform. An initial $300 million investment has been committed to following signing, subject to regulatory approval.
Should all milestones be achieved, the companies will have deployed thousands of unsupervised Rivian R2 robotaxis across 25 cities in the US, Canada, and Europe by the end of 2031. The companies also have the option to negotiate the purchase of up to 40,000 more autonomous Rivian R2 vehicles beginning in 2030.
RJ Scaringe, Founder and CEO of Rivian said:
“We couldn’t be more excited about this partnership with Uber — it will help accelerate our path to level 4 autonomyto create one of the safest and most convenient autonomous platforms in the world. The scale of Rivian's growing data flywheel coupledwith RAP1, our state of the art in-house inference platform, and our multi-modal perception platform make us incredibly excited for therapid advancement of Rivian autonomy over the next couple of years.”
Dara Khosrowshahi, CEO of Uber said:
“We’re big believers in Rivian’sapproach—designing the vehicle, compute platform, and software stack together, while maintaining end-to-end control of scaled manufacturingand supply in the U.S. That vertical integration, combined with data from their growing consumer vehicle base and experience managingthe complexities of commercial fleets, gives us conviction to set these ambitious but achievable targets.”
In December 2025, Rivian announced its third-generation autonomy platform, which the company expects to be one of the most powerful combination of sensors and inference compute in a consumer vehicle in North America when launched in R2 in late 2026. Rivian’s third generation autonomy platform includes a multi-modal sensor suite including 11 cameras (65 megapixels), 5 radars and 1 LiDAR. The consumer platform is driven by two of Rivian’s in-house RAP1 chips, capable of 1600 TOPS of AI compute performance. This platform, including advanced connectivity and onboard intelligent data collection, utilizes data from all onboard sensors to power Rivian’s data flywheel with real world data from the customer fleet, including the critical 3D LiDAR point clouds essential to the rapid progression of advanced end-to-end Physical AI.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward- looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the timeline for and total amount of future investments by Uber, the achievement of certain milestones and regulatory approval, the timeline, total purchase, and deployment plans for fully autonomous R2 robotaxis by Uber and its fleet partners, the timeline and geographic location for initial commercial deployments and future scaling, and the expected benefits from the partnership. In some cases you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements use these words or expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in Part I, Item 1A, “Risk Factors” in Rivian’s Annual Report on Form 10-K for the year ended December 31, 2025, and its other filings with the Securities and Exchange Commission. For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see Uber’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent quarterly reports, annual reports and other filings filed with the Securities and Exchange Commission from time to time. The forward-looking statements in this press release are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
Contacts:
Rivian Investor****Contactir@rivian.com
Rivan Media ContactHarry Porter:
media@rivian.com
Uber Investor Contact
investor@uber.com
Uber Media Contact
press@uber.com
About Rivian:
Rivian (NASDAQ: RIVN) is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and services. Through innovation across its electrical architecture, end-to-end software, autonomous driving platform, artificial intelligence and propulsion, the company creates vehicles that excel at work and play while accelerating the global transition to zero-emission transportation and energy. Rivian vehicles are manufactured in the United States and are sold directly to consumer and commercial customers. Whether taking families on new adventures or electrifying fleets at scale, Rivian vehicles all share a common goal — preserving the natural world for generations to come.
Learn more about the company, products, and careers at www.rivian.com.
About Uber:
Uber's mission is to create opportunity through movement. We started in 2010 to solve a simple problem: how do you get access to a ride at the touch of a button? More than 72 billion trips later, we're building products to get people closer to where they want to be. By changing how people, food, and things move through cities, Uber is a platform that opens up the world to new possibilities.